S-1

As filed with the Securities and Exchange Commission on July 21, 2010

Registration No. 333-      

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Swift Holdings Corp.

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 4213
(Primary Standard Industrial
Classification Code Number) 27-2646153
(I.R.S. Employer
Identification Number)

2200 South 75th Avenue
Phoenix, Arizona 85043
(602) 269-9700
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

James Fry
Executive Vice President, General Counsel and Corporate Secretary
Swift Holdings Corp.
2200 South 75th Avenue
Phoenix, Arizona 85043
(602) 269-9700
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Richard B. Aftanas, Esq.
Stephen F. Arcano, Esq.
Skadden, Arps, Slate,
Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
(212) 735-3000 Mark A. Scudder, Esq.
Earl H. Scudder, Esq.
Scudder Law Firm, P.C., L.L.O.
411 South 13th Street
Lincoln, Nebraska 68508
(402) 435-3223 Andrew Keller, Esq.
Lesley Peng, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”) check the following box.  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”). (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer þ
(Do not check if a smaller reporting company) Smaller Reporting company o

CALCULATION OF REGISTRATION FEE

	Proposed Maximum	Amount of
Title of Each Class of	Aggregate	Registration
Securities to be Registered	Offering Price(1)(2)	Fee
Class A Common Stock, par value $0.001 per share	$700,000,000	$49,910

(1)	Includes shares to be sold upon exercise of the underwriters’ over-allotment option. See “Underwriting.”
(2)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these securities in any state where the offer or sale thereof is not permitted.

SUBJECT TO COMPLETION, DATED JULY 21, 2010

Preliminary Prospectus

          shares

Swift Holdings Corp.

Class A common stock

This is an initial public offering of shares of Class A common stock by Swift Holdings Corp. Immediately prior to the consummation of this offering, Swift Corporation, a Nevada corporation, will merge with and into Swift Holdings Corp., with Swift Holdings Corp. surviving as a Delaware corporation.

We are selling shares of Class A common stock. We will have two classes of authorized common stock. The rights of holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Holders of our Class A common stock are entitled to one vote per share and holders of our Class B common stock are entitled to two votes per share. Each share of Class B common stock is convertible into one share of Class A common stock at any time and automatically converts into one share of Class A common stock upon the occurence of certain events. The estimated initial public offering price is between $      and $      per share.

We intend to apply to list our Class A common stock for trading on the                    under the symbol “SWFT”.

	Per Share	Total
Initial public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds to us, before expenses	$	$

We have granted the underwriters an option for a period of 30 days to purchase from us up to        additional shares of Class A common stock at the initial public offering price, less underwriting discounts and commissions.

Investing in our Class A common stock involves a high degree of risk. See “Risk Factors” beginning on page 16.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of Class A common stock to purchasers on or about          , 2010.

Morgan Stanley BofA Merrill Lynch Wells Fargo Securities

          , 2010

You should rely only on the information contained in this prospectus or in any free writing prospectus that we authorize to be delivered to you. Neither we nor the underwriters have authorized anyone to provide you with additional or different information. If anyone provides you with additional, different, or inconsistent information, you should not rely on it. We and the underwriters are not making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information in this prospectus is accurate only as of the date on the front cover, regardless of the time of delivery of this prospectus or of any sale thereof of our Class A common stock. Our business, prospects, financial condition, and results of operations may have changed since that date.

No action is being taken in any jurisdiction outside the United States to permit a public offering of the Class A common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to that jurisdiction.

TABLE OF CONTENTS

	Page
About this Prospectus		ii
Market and Industry Data		ii
Glossary of Trucking Terms		iii
Prospectus Summary		1
Risk Factors		16
Special Note Regarding Forward-Looking Statements		34
Reorganization		36
Use of Proceeds		37
Dividend Policy		38
Capitalization		39
Dilution		41
Selected Historical Consolidated Financial and Other Data		43
Management’s Discussion and Analysis of Financial Condition and Results of Operations		47
Our Industry and Competition		81
Business		84
Management		102
Executive Compensation		110
Principal Stockholders		119
Certain Relationships and Related Party Transactions		121
Description of Capital Stock		125
Shares Eligible for Future Sale		131
Material United States Federal Income Tax Consequences to Non-U.S. Holders		133
Certain ERISA Considerations		136
Underwriting		137
Legal Matters		142
Experts		142
Where You Can Find More Information		142
Index to Consolidated Financial Statements		F-1
Pro Forma Condensed Consolidated Statement of Operations (Unaudited) for the Year Ended December 31, 2007		A-1
EX-10.3
EX-10.4
EX-10.5
EX-10.6
EX-10.7
EX-10.8
EX-10.9
EX-21.1
EX-23.1

About This Prospectus

Except as otherwise indicated, information in this prospectus:

•  assumes the underwriters have not exercised their option to purchase      additional shares of Class A common stock from us; and

•  assumes the consummation of the merger and recapitalization, as described under “Reorganization,” and the filing of our amended and restated certificate of incorporation, all of which will occur prior to the consummation of this offering.

In this prospectus, we refer to our Class A common stock and our Class B common stock together as our “common stock.”

In this prospectus, we refer to the following as the “2007 Transactions”: (i) Jerry and Vickie Moyes’ April 7, 2007 contribution of 1,000 shares of common stock of Interstate Equipment Leasing, Inc. (now Interstate Equipment Leasing, LLC), or IEL, constituting all issued and outstanding shares of IEL, to Swift Corporation, in exchange for 10,649,000 shares of Swift Corporation’s common stock, (ii) the May 9, 2007 contribution by Jerry Moyes and various trusts established for the benefit of his family members of 28,792,810 shares of Swift Transportation Co., Inc. common stock, representing 38.3% of the then outstanding common stock of Swift Transportation Co., Inc., in exchange for 64,495,892 shares of Swift Corporation’s common stock, and (iii) Swift Corporation’s May 10, 2007 acquisition of Swift Transportation Co., Inc. by a merger. We refer to Swift Transportation Co., Inc. as our “predecessor” prior to the 2007 Transactions, and to Swift Corporation as our “successor” following the 2007 Transactions.

Our audited results of operations include the full year presentation of Swift Corporation as of and for the year ended December 31, 2007. Swift Corporation was formed in 2006 for the purpose of acquiring Swift Transportation Co., Inc., but that acquisition was not completed until May 10, 2007 and, as such, Swift Corporation had nominal activity from January 1, 2007 through May 10, 2007. The results of Swift Transportation Co, Inc. from January 1, 2007 to May 10, 2007 and IEL from January 1, 2007 to April 7, 2007 are not reflected in the audited results of Swift Corporation for the year ended December 31, 2007.

However, our unaudited pro forma results of operations for the year ended December 31, 2007 give effect to the 2007 Transactions as if they were effective on January 1, 2007. Unless otherwise noted in this prospectus, the discussion of financial and operating data for the year ended December 31, 2007 included in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is based on our unaudited pro forma results of operations. See “Pro Forma Condensed Consolidated Statement of Operations (Unaudited) for the Year Ended December 31, 2007” in Annex A to this prospectus.

Market and Industry Data

This prospectus contains market data related to our business and industry and forecasts that we obtained from industry publications and surveys and our internal sources. American Trucking Associations, Inc., or the ATA, and Americas Commercial Transportation Research, Co., LLC, or ACT Research, were the primary independent sources of industry and market data. We believe that the ATA and ACT Research data used in this prospectus reflect the most recently available information. Some data and other information also are based on our good faith estimates, which are derived from our review of internal surveys and independent sources.

All data provided by the ATA are publicly available, while data provided by ACT Research can be obtained by subscription. We have not paid for the compilation of any market or industry data contained in this prospectus, and such data were not specifically prepared for such use. The market and industry data contained in this prospectus have been included herein with the permission of their respective authors, as necessary.

Although we believe that all industry publications and reports cited herein are reliable, neither we nor the underwriters have independently verified the data. Our internal data and estimates are based upon information obtained from our customers, suppliers, trade and business organizations, contacts in the industry in which we operate, and management’s understanding of industry conditions. Although we believe that such information is reliable, we have not had such information verified by independent sources.

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Glossary of Trucking Terms

“Average loaded length of haul” means the average number of miles we drive for our customers from origin to destination of a load and excludes the miles and loads from our intermodal and brokerage operations.

“Average tractors available” means the weighted average number of company and owner-operator tractors in our active service fleet that are available to be dispatched to haul customer freight during the relevant period. This includes tractors that are able to be dispatched but have not been assigned to a driver or are otherwise unstaffed.

“Brokerage” or “freight brokerage” means the customer loads for which we contract with third-party trucking companies to haul instead of hauling the load using our own equipment. Our use of freight brokerage supplements our capacity and allows us to provide service to our customers on loads that do not fit our preferred lanes.

“Class 8 truck” means trucks over 33,000 pounds in gross vehicle weight. Our tractor fleet is comprised of Class 8 trucks.

“Core carrier” means a shipper’s preferred truckload carrier. Generally, shippers utilize a core carrier or core carrier group to improve service levels, reduce the complexity involved with managing a large number of carriers, and experience efficiencies created through the level of trust, shipment density, and communication frequency associated with a core carrier.

“CSA 2010” means the Federal Motor Carrier Safety Administration’s new Comprehensive Safety Analysis 2010 program that ranks both fleets and individual drivers on seven categories of safety-related data. CSA 2010 will eventually replace the current Safety Status measurement system used by the Federal Motor Carrier Safety Administration.

“C-TPAT” means the Customs-Trade Partnership Against Terrorism, a program designed to improve cross-border security between the United States and Canada and the United States and Mexico. Carrier members of the C-TPAT are entitled to shorter border delays and other priorities over non-member carriers.

“Deadhead miles” means the miles driven without revenue-generating freight being transported.

“Deadhead miles percentage” means the percentage of total miles represented by deadhead miles.

“Dedicated contracts” means those contracts in which we have agreed to dedicate certain tractor and trailer capacity for use by a specific customer. Dedicated contracts often have predictable routes and revenue, and frequently replace all or part of a shipper’s private fleet. Dedicated contracts are generally three- to five-year contracts and are priced using a model that analyzes the cost elements, including revenue equipment, insurance, fuel, maintenance, drivers needed, and mileage.

“Drayage” means the transport of shipping containers from a dock or port to an intermediate or final destination or the transport of containers or trailers between pickup or delivery locations and a railhead. We generally utilize third parties or directly provide drayage in the pick-up and delivery associated with an intermodal movement or for the pick-up and delivery to and from an ocean shipping port and an inland destination.

“Drop yards” means those locations at which we periodically park trailers.

“Dry van” means an enclosed, non-refrigerated trailer generally used to carry goods.

“Flatbed” means an open truck bed or trailer with no sides, used to carry large objects such as heavy machinery and building materials.

“For-hire truckload carriers” means a truckload carrier available to shippers for hire.

“Intermodal” means the transport of shipping containers or trailers on railroad flat cars before or after a movement by truck from the point of origin to the railhead or from the railhead to the destination. We focus on intermodal service as an alternative to placing additional tractors and drivers in lanes that are significantly longer than our average length of haul or for which rail service otherwise provides competitive service.

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“Less-than-truckload carrier” or “LTL carrier” means carriers that pick up and deliver multiple shipments, each typically weighing less than 10,000 pounds, for multiple customers in a single trailer.

“Linehaul” means the movement of freight on a designated route between cities and terminals.

“Loaded mile” means a mile that is driven for a customer, for which we are compensated.

“Owner-operator” means an independent contractor who is utilized through a contract with us to supply one or more tractors and drivers for our use. Our owner-operators are generally compensated on a per-mile basis and must pay their own operating expenses, such as fuel, maintenance, the truck’s physical damage insurance, and driver costs, and must meet our specified standards with respect to safety.

“Private fleet” means the tractors and trailers owned or leased by a shipper to transport its own goods.

“Private fleet outsourcing” means the decision by shippers using private trucking fleets to outsource all or a portion of their transportation and logistics requirements to for-hire truckload carriers. Some shippers that previously maintained their own private fleets outsource this function to truckload carriers, like us, to reduce operating costs and to focus their resources on their core businesses.

“Stop-off pay” means the compensation we receive from customers for interrupting a haul to pick up or unload a portion of the load.

“Temperature controlled” means an enclosed, refrigerated trailer, generally used to carry perishable goods.

“Trucking revenue” means all revenue generated from our general truckload, dedicated, cross-border, and other trucking operations, and excludes fuel surcharges, income from owner-operator financing, revenue from intermodal, brokerage, and logistics operations, revenue generated by our shop operations, and third-party premium revenue from our captive insurance companies.

“Truck tonnage” means the total weight in tons transported by the motor carrier industry for a given period.

“Truckload carrier” means a carrier that generally dedicates an entire trailer to one customer from origin to destination.

“Weekly trucking revenue per tractor” means the trucking revenue for a given period divided by the number of weeks in the period, then divided by the average tractors available for that period.

iv

Prospectus Summary

This summary highlights significant aspects of our business and this offering, but it is not complete and does not contain all of the information that you should consider before making your investment decision. You should carefully read this entire prospectus, including the information presented under the section entitled “Risk Factors” and the historical and pro forma financial data and related notes, before making an investment decision. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results discussed in the forward-looking statements as a result of certain factors, including those set forth in “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

Unless we state otherwise or the context otherwise requires, references in this prospectus to “Swift,” “we,” “our,” “us,” and the “Company” for all periods subsequent to the reorganization transactions described in the section entitled “Reorganization” (which will be completed in connection with this offering) refer to Swift Holdings Corp., a newly formed Delaware corporation, and its consolidated subsidiaries after giving effect to such reorganization transactions. For all periods from May 11, 2007 until the completion of such reorganization transactions, these terms refer to Swift Corporation, a Nevada corporation, which also is referred to herein as our “successor,” and its consolidated subsidiaries. For all periods prior to May 11, 2007, these terms refer to Swift Corporation’s predecessor, Swift Transportation Co., Inc., a Nevada corporation that has been converted to a Delaware limited liability company known as Swift Transportation Co., LLC, which also is referred to herein as Swift Transportation, or our “predecessor,” and its consolidated subsidiaries.

Summary

Overview

We are a multi-faceted transportation services company and the largest truckload carrier in North America. At March 31, 2010, we operated approximately 12,500 company-owned tractors, 3,700 owner-operator tractors, 49,400 trailers, and 4,300 intermodal containers from 35 major terminals strategically positioned throughout the United States and Mexico. Our extensive suite of services makes us an attractive choice for a broad array of customers. Our asset-based transportation services include dry van, dedicated, temperature controlled, cross border, and port drayage operations. Our complementary and more rapidly growing “asset-light” services include rail intermodal, freight brokerage, and third-party logistics operations. We use sophisticated technologies and systems that contribute to asset productivity, operating efficiency, customer satisfaction, and safety. We believe our fleet capacity, terminal network, customer service, and breadth of services provide significant advantages over many of our competitors. For the twelve months ended March 31, 2010, we generated operating revenue of approximately $2.6 billion.

We principally operate in short-to-medium-haul traffic lanes around our terminals, with an average loaded length of haul of less than 500 miles. We concentrate on this length of haul because the majority of domestic truckload freight (as measured by revenue) moves in these lanes and our extensive terminal network affords us marketing, equipment control, supply chain, customer service, and driver retention advantages in local markets. Our relatively short average length of haul also helps reduce competition from railroads and trucking companies that lack a regional presence.

Our senior management team is led by our founder and Chief Executive Officer, Jerry Moyes. Between 1991 (our first full year as a public company) and 2006 (our last full year as a public company), our annual operating revenue grew to $3.2 billion and our Adjusted EBITDA grew to $498.6 million, which represented, respectively, compounded annual growth rates of 21% and 22%. In conjunction with taking Swift private in 2007, Mr. Moyes returned as our Chief Executive Officer and elevated to senior management several long-time Swift executives as part of his plan to re-focus our priorities and establish a corporate culture centered on long-term success. The twelve members of our senior leadership team have an average of nearly 20 years of industry experience.

Our new management has implemented strategic initiatives that have concentrated on rebuilding our owner-operator program, expanding our faster growing and less asset-intensive services, re-focusing our

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customer service efforts, and implementing accountability and cost discipline throughout our operations. As a result of these initiatives, during the recent economic recession, amidst industry-wide declining tonnage and pricing levels, we maintained consistent Adjusted EBITDA between 2007 and 2009 despite a $476.3 million, or 17.2%, reduction in operating revenue (excluding fuel surcharges) and improved our Adjusted Operating Ratio by 60 basis points from fiscal year 2008 to fiscal year 2009 and by 330 basis points in the first quarter of 2010 compared with the first quarter of 2009.

We have incentivized senior management with equity awards and have tied bonuses to Adjusted EBITDA targets to maintain our focus on disciplined growth and market leadership. For an explanation of Adjusted EBITDA and a reconciliation of net income to Adjusted EBITDA, as well as an explanation and reconciliation of Adjusted Operating Ratio, see footnotes 7 and 8 to “Summary Historical Consolidated Financial and Other Data.” Going forward, we intend to emphasize profitable revenue growth, improved asset utilization, return on investment, and cost control through improving operating efficiency and maintaining fiscal discipline.

Our Business

Many of our customers are large corporations with extensive operations, geographically distributed locations, and diverse shipping needs. We offer the opportunity for “one-stop-shopping” for their truckload transportation needs through a broad spectrum of services and equipment, including the following:

	Approximate
	Percentage of Total
	Operating Revenue
	2009			2006
• General truckload service, which consists of one-way movements over irregular routes throughout the United States and in Canada through dry van, temperature controlled, flatbed, or specialized trailers, as well as drayage operations, using both company tractors and owner-operator tractors		67.2	%		71.3	%
• Dedicated truckload service, in which we devote exclusive use of equipment and offer tailored solutions under long-term contracts, generally with higher operating margins and lower driver turnover		18.7	%		22.7	%
• Cross-border Mexico/U.S. truckload service, through Trans-Mex, Inc. S.A. de C.V., or Trans-Mex, our wholly-owned subsidiary that is one of the largest trucking companies in Mexico with service throughout Mexico and through every major border crossing between the United States and Mexico		2.4	%		1.6	%
• Rail intermodal service, which involves arranging for rail service for primary freight movement and related drayage service and requires lower tractor investment than general truckload service, making it one of our less asset-intensive services		6.2	%		2.9	%
• Non-asset based freight brokerage and logistics management services, in which we offer our transportation management expertise and/or arrange for other trucking companies to haul freight that does not fit our network, earning us a revenue share with little investment		1.4	%		0.3	%
• Other revenue generating services. In addition to the services referenced above, we offer services that include providing tractor leasing arrangements through IEL to owner-operators, underwriting insurance through our wholly-owned captive insurance companies, and repair services through our maintenance and repair shops to our owner-operators and third parties		4.1	%		1.2	%

Since 2006, our asset-light rail intermodal and freight brokerage and logistics services have grown rapidly, and we expanded owner-operators from 16.5% of our total fleet at year-end 2006 to 23.0% of our total fleet at March 31, 2010. Going forward, we intend to continue to expand our revenue from these operations to improve our overall returns on capital.

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Industry Opportunity

Our industry is large, fragmented, and highly competitive. The U.S. trucking industry was estimated by the ATA to have generated $544.4 billion in revenue in 2009, of which approximately $259.6 billion was attributed to private fleets operated by shippers and $246.2 billion was attributed to for-hire truckload carriers like us. According to the ATA, approximately 68% of all freight transported in the United States in 2009 was transported by truck, which the ATA expects to increase to 70.7% by 2021. We believe a significant majority of all truckload freight in the United States travels in the short-to-medium length of haul where we focus our operations. The ten largest for-hire truckload carriers are estimated to comprise approximately 5.3% of the total for-hire truckload market in the United States, according to 2008 data published by the ATA.

During the period of economic expansion from 2002 through 2006, total tonnage transported by truck increased at a compounded rate of 1.5% per year, according to the ATA. Trucking companies invested in their fleets during this period, with new Class 8 truck manufactures averaging approximately 215,000 units annually, according to ACT Research. A combination of reduced demand for freight and excess supply of tractors led to a difficult trucking environment from 2007 through most of 2009. Total tonnage, as measured by the ATA’s seasonally adjusted for-hire index, declined 9.9% between January 2007 and June 2009. Orders of new tractors also declined as many trucking companies reduced capital expenditures to conserve cash and to respond to decreasing demand fundamentals. According to ACT Research, Class 8 truck manufactures fell to approximately 94,000 units in 2009, compared to approximately 296,000 units in 2006. As a result of the lower tractor builds and capital expenditure declines, the average age of the Class 8 truck fleet has increased to 6.5 years, a record high.

Since 2009, industry freight data began to show strong positive trends. As shown in the chart below, the ATA seasonally adjusted for-hire truck tonnage index increased 7.2% year-over-year in May 2010, its sixth consecutive monthly year-over-year increase. Further evidence of a rebound in the domestic freight environment can be seen in the Cass Freight Shipments index that showed a 24.9% increase in freight expenditures for the second quarter of 2010 versus the second quarter of 2009. Further, in June, freight expenditures increased on a year-over-year basis by 28.9%.

Source: ATA	Source: ACT Research

In addition to improving freight demand, our industry is experiencing a drop in the supply of available trucks as a result of several years of below average truck manufactures. We expect to benefit from the improving supply-demand environment as our existing asset base, relatively young fleet, and extensive terminal network position us to gain new customers, increase our overall freight volumes, and realize improved pricing.

Our Competitive Strengths

We believe the following competitive strengths provide a solid platform for pursuing our goals and strategies:

•  North American market leader with broad terminal network and a modern fleet.  The size and scope of our operations afford us significant advantages in a fragmented truckload industry. We operate North America’s

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largest truckload fleet, have 35 major terminals and multiple other locations strategically positioned throughout the United States and Mexico, and offer customers “one-stop-shopping” for a broad spectrum of their truckload transportation needs. Our fleet size offers wide geographic coverage while maintaining the efficiencies associated with significant traffic density within our operating regions. Our terminals are strategically located near key population centers, driver recruiting areas, and cross-border hubs, often in close proximity to our customers. This broad network offers benefits such as in-house maintenance, more frequent equipment inspections, localized driver recruiting, rapid customer response, and personalized marketing efforts. Our size allows us to achieve substantial economies of scale in purchasing items such as tractors, trailers, containers, fuel, and tires where pricing is volume sensitive. We believe our scale also offers additional benefits in brand awareness and access to capital. Additionally, our modern company tractor fleet, with an average age of 2.55 years for our approximately 9,000 linehaul sleeper units, lowers maintenance and repair expense, aids in driver recruitment, and increases asset utilization as compared with an older fleet.

•  High quality customer service and extensive suite of services.  Our intense focus on customer satisfaction contributed to 20 “carrier of the year” or similar awards in 2009 and has helped us establish a strong platform for cross-selling our other services. Our strong and diversified customer base, ranging from Fortune 500 companies to local shippers, has a wide variety of shipping needs, including general and specialized truckload, imports and exports, regional distribution, high-service dedicated operations, rail intermodal service, and surge capacity through fleet flexibility and brokerage and logistics operations. We believe customers continue to seek fewer transportation providers that offer a broader range of services to streamline their transportation management functions. For example, ten of our top fifteen customers used at least four of our services in the three months ended March 31, 2010. Our top fifteen customers by revenue in 2009 included Coors, Costco, Dollar Tree, Georgia-Pacific, Home Depot, Kimberly-Clark, Lowes, Menlo Logistics, Procter & Gamble, Quaker Oats, Ryder Logistics, Sears, Target, and Wal-Mart. We believe the breadth of our services helps diversify our customer base and provides us with a competitive advantage, especially for customers with multiple needs and international shipments.

•  Strong and growing owner-operator business.  We supplement our company tractors with tractors provided by owner-operators, who operate their own tractors and are responsible for most ownership and operating expenses. We believe that owner-operators provide significant advantages that primarily arise from the entrepreneurial motivation of business ownership. Our owner-operators tend to be more experienced, have lower turnover, have fewer accidents per million miles, and produce higher weekly trucking revenue per tractor than our average company drivers. In 2009, our owner-operator tractors drove on average 34% more miles per week than our company tractors.

•  Leader in driver and owner-operator development.  Driver recruiting and retention historically have been significant challenges for truckload carriers. To address these challenges, we employ nationwide recruiting efforts through our terminal network, operate five driver training schools, maintain an active and successful owner-operator development program, provide drivers modern tractors, and employ numerous driver satisfaction policies. We believe our extensive recruiting and training efforts will become increasingly advantageous to us in periods of economic growth when employment alternatives are more plentiful and also when new regulatory requirements begin to affect the size or effective capacity of the industry-wide driver pool.

•  Experienced management aligned with corporate success.  Our management team has a proven track record of growth and cost control. The improvements we have made to our operations since going private have positioned us to benefit from the expected improvement in the freight environment. Management focuses on disciplined execution and financial performance by measuring our progress through a combination of Adjusted EBITDA growth, revenue growth, Adjusted Operating Ratio, and return on capital. We align management’s priorities with our own through equity option awards and an annual senior management incentive program linked to Adjusted EBITDA.

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Our Goals and Strategies

Based on our expectation of meaningful improvement in truckload volumes and pricing, our goals are to grow revenue in excess of 10% annually over the next several years, increase our profitability, and generate returns on capital in excess of our cost of capital. We believe our competitive strengths and an improving supply and demand environment in the truckload industry are aligned to support the achievement of our goals through the following strategies:

•  Profitable revenue growth.  To increase freight volumes and yield, we intend to further penetrate our existing customer base, cross-sell our services, and pursue new customer opportunities. Our superior customer service and extensive suite of truckload services continue to contribute to recent new business wins from customers such as Costco, Procter & Gamble, Caterpillar, and Home Depot. In addition, we are further enhancing our sophisticated freight selection management tools to allocate our equipment to more profitable loads and complementary lanes. As freight volumes increase, we intend to prioritize the following areas for growth:

—  Rail intermodal and port operations.  Our growing rail intermodal presence allows us to better serve customers in longer haul lanes and reduce our investment in fixed assets. Since its inception in 2005, we have grown our rail intermodal business by adding approximately 4,300 containers, and we have ordered an additional 1,000 containers for delivery between August 2010 and June 2011. We have intermodal agreements with all major U.S. railroads and recently negotiated more favorable terms with our largest intermodal provider, which has helped increase our volumes through more competitive pricing. We also expanded our presence in the short-haul drayage business at the ports of Los Angeles and Long Beach in 2008 and are evaluating additional port opportunities.

—  Dedicated services and private fleet outsourcing.  The size and scale of our fleet and terminal network allow us to provide the equipment availability and high service levels required for dedicated contracts. Dedicated contracts often are used for high-service and high-priority freight, sometimes to replace private fleets previously operated by customers. Dedicated operations generally produce higher margins and lower driver turnover than our general truckload operations. We believe these opportunities will increase in times of scarce capacity in the truckload industry.

—  Cross-border Mexico-U.S. freight.  The combination of our U.S., cross-border, customs brokerage, and Mexican operations enables us to provide efficient door-to-door service between the United States and Mexico. We believe our sophisticated load security measures, as well as our Department of Homeland Security, or DHS, status as a C-TPAT carrier, allow us to offer more efficient service than most competitors and afford us substantial advantages with major international shippers.

—  Freight brokerage and third-party logistics.  We believe we have a substantial opportunity to continue to increase our non-asset based freight brokerage and third-party logistics services. We believe many customers increasingly seek transportation companies that offer both asset-based and non-asset based services to gain additional certainty that safe, secure, and timely truckload service will be available on demand and to reward asset-based carriers for investing in fleet assets. We intend to continue growing our transportation management and freight brokerage capability to build market share with customers, earn marginal revenue on more loads, and preserve our assets for the most attractive lanes and loads.

•  Increase asset productivity and return on capital.  We believe we have a substantial opportunity to improve the productivity and yield of our existing assets through the following measures:

—  increasing the percentage of our fleet provided by owner-operators, who generally produce higher weekly trucking revenue per tractor than our company drivers;

—  increasing company tractor utilization through measures such as equipment pools, relays, and team drivers;

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—  capitalizing on a stronger freight market to increase average trucking revenue per mile by using sophisticated freight selection and network management tools to upgrade our freight mix and reduce deadhead miles;

—  maintaining discipline regarding the timing and extent of company tractor fleet growth based on availability of high-quality freight; and

—  rationalizing unproductive assets as necessary, thereby improving our return on capital.

Because of our size and operating leverage, even small improvements in our asset productivity and yield can have a significant impact on our operating results. For example, by maintaining our current fleet size and revenue per mile and simply regaining the miles per tractor we achieved in 2005 (including a 14.9% improvement in utilization with respect to active trucks and assuming a reinstatement of approximately 500 idle trucks that were parked in response to reduced freight volumes), operating revenue would increase by an estimated $425.0 million.

•  Continue to focus on efficiency and cost control.  We intend to continue to implement the Lean Six Sigma, accountability, and discipline measures that helped us improve our Adjusted Operating Ratio in 2009 and in the first quarter of 2010. We presently have ongoing efforts in the following areas that we expect will yield benefits in future periods:

—  managing the flow of our tractor capacity through our network to balance freight flows and reduce deadhead miles;

—  improving processes and resource allocation throughout our customer-facing functions to increase operational efficiencies while endeavoring to improve customer service;

—  streamlining driver recruiting and training procedures to reduce attrition costs; and

—  reducing waste in shop methods and procedures and in other administrative processes.

•  Pursue selected acquisitions.  In addition to expanding our company tractor fleet through organic growth, and to take advantage of opportunities to add complementary operations, we expect to pursue selected acquisitions. We operate in a highly fragmented and consolidating industry where we believe the size and scope of our operations afford us significant competitive advantages. Acquisitions can provide us an opportunity to expand our fleet with customer revenue and drivers already in place. In our history, we have completed twelve acquisitions, most of which were immediately integrated into our existing business. Given our size in relation to most competitors, we expect most future acquisitions to be integrated quickly. As with our prior acquisitions, our goal is for any future acquisitions to be accretive to our earnings within two full calendar quarters.

Concurrent Transactions

Reorganization

On May 20, 2010, in contemplation of our initial public offering, Swift Corporation formed Swift Holdings Corp., a Delaware corporation. Swift Holdings Corp. has not engaged in any business or other activities except in connection with its formation and this offering and holds no assets and has no subsidiaries. Immediately prior to the consummation of this offering, Swift Corporation will merge with and into Swift Holdings Corp., the registrant, with Swift Holdings Corp. surviving as a Delaware corporation. In the merger, all of the outstanding common stock of Swift Corporation will be converted into shares of Swift Holdings Corp. Class B common stock on a one-for-one basis. See “Reorganization.”

Refinancing

In connection with this offering, Swift Transportation intends to enter into a new senior secured credit facility consisting of a $      million senior secured revolving credit facility and a $      million senior secured term loan. The proceeds of the new term loan will be used to repay the portion of our existing senior secured credit facility that is not repaid with the proceeds of this offering. We expect the new senior secured credit

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facility to be completed substantially concurrently with the closing of this offering. Swift Transportation’s entry into the new senior secured credit facility is conditioned on the completion of this offering.

Summary Risk Factors

Investing in our Class A common stock is subject to numerous risks, including those that generally are associated with our industry. You should consider carefully the risks and uncertainties summarized below, the risks described under “Risk Factors,” the other information contained in this prospectus, and our consolidated financial statements and the related notes before you decide whether to purchase our Class A common stock.

•  Our business is subject to general economic and business factors affecting the truckload industry such as fluctuations in the price or availability of fuel, increased prices for new revenue equipment, volatility in the used equipment market, increases in driver compensation, or difficulty in attracting or retaining drivers or owner-operators that are largely beyond our control, any of which could have a material adverse effect on our operating results.

•  We have several major customers, the loss of one or more of which could have a material adverse effect on our business.

•  We may not be able to sustain the cost savings realized as part of our recent cost reduction initiatives.

•  We may not be successful in achieving our strategy of growing revenues. We also have a recent history of net losses. We can make no assurances that we will achieve profitability, or if we do, that we will be able to sustain profitability in the future.

•  We operate in a highly regulated industry, and changes in existing regulations or violations of existing or future regulations could have a material adverse effect on our operations and profitability.

•  We self-insure a significant portion of our claims exposure, which could significantly increase the volatility of, and decrease the amount of, our earnings.

•  We engage in transactions with other businesses controlled by Mr. Moyes and the interests of Mr. Moyes could conflict with the interests of other stockholders.

•  Mr. Moyes and certain of his affiliates will hold Class B shares which have greater voting rights than Class A shares and will have the power to direct and control our company as a result of their stock holdings.

•  We have significant ongoing capital requirements that could harm our financial condition, results of operations, and cash flows if we are unable to generate sufficient cash from operations, or obtain financing on favorable terms.

•  Our substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, and prevent us from meeting our obligations under our new senior secured credit facility and our senior secured notes, and our debt agreements contain restrictions that limit our flexibility in operating our business.

These risks and the other risks described under “Risk Factors” could have a material adverse effect on our business, financial condition, and results of operations.

Our Corporate Profile and Executive Offices

Swift was founded by our Chief Executive Officer, Mr. Moyes, and his family in 1966. Swift Transportation became a public company in 1990, and its stock traded on the NASDAQ stock market under the symbol “SWFT” until May 10, 2007, when a company controlled by Mr. Moyes completed the 2007 Transactions, which resulted in its becoming a private company. Our principal executive offices are located at 2200 South 75th Avenue, Phoenix, Arizona 85043, and our telephone number at that address is (602) 269-9700. Our website is located at www.swifttrans.com. The information on our website is not part of this prospectus.

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The Offering

Class A common stock offered by us	shares
Over-allotment option	shares
Class B common stock to be outstanding after this offering	75,145,892 shares
Total common stock to be outstanding after this offering	shares (or           shares if the underwriters’ over-allotment option is exercised in full)
Voting rights	Holders of our Class A common stock and our Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by Delaware law or as provided in our amended and restated certificate of incorporation. The holders of our Class A common stock are entitled to one vote per share and the holders of our Class B common stock are entitled to two votes per share. Following this offering, assuming no exercise of the underwriters’ over-allotment option, (1) holders of the Class A common stock will control approximately     % of our total voting power and will own     % of our total outstanding shares of common stock, and (2) holders of Class B common stock will control approximately     % of our total voting power and will own     % of our total outstanding shares of common stock. All of our shares of Class B common stock are beneficially owned by Jerry Moyes and by Jerry and Vickie Moyes, jointly, the Jerry and Vickie Moyes Family Trust dated 12/11/87, and various Moyes children’s trusts or, collectively, the Moyes Affiliates. Shares of our Class B common stock automatically convert to Class A common stock on a one-for-one basis at the election of the holder or upon transfer of beneficial ownership to any person other than a Permitted Holder, as defined in “Certain Relationships and Related Party Transactions.” With the exception of voting rights and conversion rights, holders of Class A and Class B common stock have identical rights. See “Description of Capital Stock” for a description of the material terms of our common stock.
Dividend policy	We anticipate that we will retain all of our future earnings, if any, for use in the development and expansion of our business and for general corporate purposes. Any determination to pay dividends and other distributions in cash, stock, or property by Swift in the future will be at the discretion of our board of directors and will be dependent on then-existing conditions, including our financial condition and results of operations, contractual restrictions, including restrictive covenants contained in a new post-offering senior secured credit facility and the indentures governing our outstanding senior secured notes, capital requirements, and other factors. See “Dividend Policy.”
Use of proceeds	We estimate that the net proceeds from this offering, after deducting underwriting discounts and estimated offering expenses, will be approximately $      million at an assumed initial public offering price of $      per share, which is the midpoint of the price range set forth on the cover of this prospectus. We intend to use $      million of the net proceeds to repay a portion of our existing

8

	senior secured credit facility. The balance of the existing senior secured credit facility will be refinanced by borrowings under our new senior secured credit facility, which we will enter into in connection with this offering. The remaining net proceeds will be used for general corporate purposes. See “Use of Proceeds.”
Risk factors	You should carefully consider the information set forth under “Risk Factors” together with all of the other information set forth in this prospectus before deciding to invest in shares of our Class A common stock.
Proposed listing symbol	“SWFT”

References in this prospectus to the number of shares of our common stock to be outstanding after this offering are based on 75,145,892 shares of our common stock outstanding as of July 21, 2010 and excludes 10,000,000 additional shares that are authorized for future issuance under our 2007 equity incentive plan, of which 7,757,500 shares may be issued pursuant to outstanding stock options at a weighted average exercise price of $10.99 per share.

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Summary Historical Consolidated Financial and Other Data

The table below provides historical consolidated financial and other data for the periods and as of the dates indicated. The summary historical consolidated financial and other data for the years ended December 31, 2009, 2008, and 2007 and the period from January 1, 2007 through May 10, 2007 are derived from our audited consolidated financial statements and those of our predecessor, included elsewhere in this prospectus. The summary historical consolidated financial and other data for the years ended December 31, 2006 and 2005 are derived from the historical financial statements of our predecessor not included in this prospectus. The summary historical consolidated financial and other data for the three months ended March 31, 2010 and 2009 are derived from the unaudited condensed consolidated interim financial statements included elsewhere in this prospectus and include, in the opinion of management, all adjustments that management considers necessary for the presentation of the information outlined in these financial statements. In addition, for comparative purposes, we have included a pro forma (provision) benefit for income taxes assuming we had been taxed as a subchapter C corporation in all periods when our subchapter S corporation election was in effect. The results for any interim period are not necessarily indicative of the results that may be expected for a full year. Additionally, our historical results are not necessarily indicative of the results expected for any future period.

Swift Corporation acquired our predecessor on May 10, 2007 in conjunction with the 2007 Transactions. Thus, although our results for the year ended December 31, 2007 present results for a full year period, they only include the results of our predecessor after May 10, 2007. You should read the summary historical financial and other data below together with the consolidated financial statements and related notes appearing elsewhere in this prospectus, as well as “Selected Historical Consolidated Financial and Other Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	Successor															Predecessor
	Three															January 1,
	Months															2007
	Ended						Year Ended						Year Ended			through
	March 31,						December 31,						December 31,			May 10,			Year Ended December 31,
(Dollars in thousands, except per share data)	2010			2009			2009			2008			2007(1)			2007			2006			2005
	(Unaudited)
Consolidated statement of operations data:
Operating revenue:
Trucking revenue	$	503,507		$	509,320		$	2,062,296		$	2,443,271		$	1,674,835		$	876,042		$	2,585,590		$	2,722,648
Fuel surcharge revenue		88,816			52,986			275,373			719,617			344,946			147,507			462,529			391,942
Other revenue		62,507			52,450			233,684			236,922			160,512			51,174			124,671			82,865
Total operating revenue		654,830			614,756			2,571,353			3,399,810			2,180,293			1,074,723			3,172,790			3,197,455
Operating expenses:
Salaries, wages, and employee benefits		177,803			189,377			728,784			892,691			611,811			364,690			899,286			1,008,833
Operating supplies and expenses		47,830			56,723			209,945			271,951			187,873			119,833			268,658			286,261
Fuel expense		106,082			85,868			385,513			768,693			474,825			223,579			632,824			610,919
Purchased transportation		175,702			135,753			620,312			741,240			435,421			196,258			586,252			583,380
Rental expense		18,903			20,391			79,833			76,900			51,703			20,089			50,937			57,669
Insurance and claims		20,207			25,481			81,332			141,949			69,699			58,358			153,728			156,525
Depreciation and amortization(2)		65,497			66,956			253,531			275,832			187,043			82,949			222,376			199,777
Impairments(3)		1,274			515			515			24,529			256,305			—			27,595			6,377
(Gain) loss on disposal of property and equipment		(1,448	)		(19	)		(2,244	)		(6,466	)		(397	)		130			(186	)		(942	)
Communication and utilities		6,422			7,091			24,595			29,644			18,625			10,473			28,579			30,920
Operating taxes and licenses		13,365			14,381			57,236			67,911			42,076			24,021			59,010			69,676
Total operating expenses		631,637			602,517			2,439,352			3,284,874			2,334,984			1,100,380			2,929,059			3,009,395
Operating income (loss)		23,193			12,239			132,001			114,936			(154,691	)		(25,657	)		243,731			188,060
Other (income) expenses:
Interest expense(4)		62,596			47,702			200,512			222,177			171,115			9,454			26,870			29,946
Derivative interest expense (income)(5)		23,714			7,549			55,634			18,699			13,233			(177	)		(1,134	)		(3,314	)
Interest income		(220	)		(428	)		(1,814	)		(3,506	)		(6,602	)		(1,364	)		(2,007	)		(1,713	)
Other(4)		(371	)		675			(13,336	)		12,753			(1,933	)		1,429			(1,272	)		(1,209	)
Total other (income) expenses		85,719			55,498			240,996			250,123			175,813			9,342			22,457			23,710
Income (loss) before income taxes		(62,526	)		(43,259	)		(108,995	)		(135,187	)		(330,504	)		(34,999	)		221,274			164,350
Income tax (benefit) expense		(9,525	)		301			326,650			11,368			(234,316	)		(4,577	)		80,219			63,223

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	Successor															Predecessor
	Three															January 1,
	Months															2007
	Ended						Year Ended						Year Ended			through
	March 31,						December 31,						December 31,			May 10,			Year Ended December 31,
(Dollars in thousands, except per share data)	2010			2009			2009			2008			2007(1)			2007			2006			2005
	(Unaudited)
Net income (loss)	$	(53,001	)	$	(43,560	)	$	(435,645	)	$	(146,555	)	$	(96,188	)	$	(30,422	)	$	141,055		$	101,127
Basic income (loss) per common share	$	(0.71	)	$	(0.58	)	$	(5.80	)	$	(1.95	)	$	(1.94	)	$	(0.40	)	$	1.89		$	1.39
Diluted income (loss) per common share	$	(0.71	)	$	(0.58	)	$	(5.80	)	$	(1.95	)	$	(1.94	)	$	(0.40	)	$	1.86		$	1.37
Weighted average shares used in computing basic income (loss) per common share (in thousands)		75,146			75,146			75,146			75,146			49,521			75,159			74,584			72,540
Weighted average shares used in computing diluted income (loss) per common share (in thousands)		75,146			75,146			75,146			75,146			49,521			75,159			75,841			73,823
Pro forma C corporation data (unaudited):(6)
Historical loss before income taxes		N/A		$	(43,259	)	$	(108,995	)	$	(135,187	)	$	(330,504	)		N/A			N/A			N/A
Pro forma provision (benefit) for income taxes		N/A			2,259			5,693			(26,573	)		(19,166	)		N/A			N/A			N/A
Pro forma net loss		N/A		$	(45,518	)	$	(114,688	)	$	(108,614	)	$	(311,338	)		N/A			N/A			N/A
Pro forma loss per share:
Basic		N/A		$	(0.61	)	$	(1.53	)	$	(1.45	)	$	(6.29	)		N/A			N/A			N/A
Diluted		N/A		$	(0.61	)	$	(1.53	)	$	(1.45	)	$	(6.29	)		N/A			N/A			N/A
Consolidated balance sheet data (at end of period):
Cash and cash equivalents (excl. restricted cash)		87,327			56,806			115,862			57,916			78,826			81,134			47,858			13,098
Net property and equipment		1,327,210			1,516,994			1,364,545			1,583,296			1,588,102			1,478,808			1,513,592			1,630,469
Total assets		2,638,739			2,594,965			2,513,874			2,648,507			2,928,632			2,124,293			2,110,648			2,218,530
Debt:
Securitization of accounts receivable(4)		150,000			—			—			—			200,000			160,000			180,000			245,000
Long-term debt and obligations under capital leases (incl. current)(4)		2,382,181			2,515,335			2,466,934			2,494,455			2,427,253			200,000			200,000			365,786
Stockholders’ equity (deficit)		(818,354	)		(498,831	)		(865,781	)		(444,193	)		(297,547	)		1,007,904			1,014,223			870,044
Consolidated statement of cash flows data:
Net cash flows from operating activities		15,107			7,376			115,335			119,740			128,646			85,149			365,430			362,548
Net cash flows used in investing activities		(35,131	)		(6,661	)		(1,127	)		(118,517	)		(1,612,314	)		(43,854	)		(114,203	)		(380,007	)
Net cash flows from (used in) financing activities, net of the effect of exchange rate changes		(8,511	)		(1,825	)		(56,262	)		(22,133	)		1,562,494			(8,019	)		(216,467	)		2,312
Other financial data:
Adjusted EBITDA (unaudited)(7)		90,335			79,035			405,860			409,598			291,597			109,687			498,601			407,820
Adjusted Operating Ratio (unaudited)(8)		94.4%			97.7%			93.9%			94.5%			94.4%			97.4%			90.4%			92.6%
Total cash capital expenditures		17,155			12,551			71,265			327,725			215,159			80,517			219,666			544,650
Net cash capital expenditures		12,471			10,170			1,492			136,574			175,351			52,676			139,216			386,780
Operating statistics (unaudited):
Weekly trucking revenue per tractor	$	2,711		$	2,541		$	2,660		$	2,916		$	2,903		$	2,790		$	3,011		$	3,004
Deadhead miles %		12.2%			13.6%			13.2%			13.6%			13.0%			13.2%			12.2%			12.1%
Average tractors available		14,443			15,589			14,869			16,024			17,192			16,816			16,466			17,383
Average loaded length of haul (miles)		438			451			442			469			483			492			522			534
Total tractors (end of period):
Company-operated		12,489			13,695			12,440			13,786			16,017			14,847			14,977			14,465
Owner-operator		3,731			3,575			3,585			3,560			3,221			2,961			2,950			3,466
Trailers (end of period)		49,436			49,284			49,215			49,695			49,879			48,959			50,013			51,997

(1) Our audited results of operations include the full year presentation of Swift Corporation as of and for the year ended December 31, 2007. Swift Corporation was formed in 2006 for the purpose of acquiring Swift Transportation, but that acquisition was not completed until May 10, 2007 as part of the 2007 Transactions, and, as such, Swift Corporation had nominal activity from January 1, 2007 through May 10, 2007. The results of Swift Transportation from January 1, 2007 to May 10, 2007 and IEL from January 1, 2007 to

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	April 7, 2007 are not reflected in the audited results of Swift Corporation for the year ended December 31, 2007. These financial results include the impact of the 2007 Transactions.
(2)	During the three months ended March 31, 2010, we recorded $7.4 million of incremental depreciation expense related to our revised estimates regarding salvage value and useful lives for approximately 7,000 dry van trailers that we decided to scrap during the quarter. During the three months ended March 31, 2010 and 2009, we incurred non-cash amortization expense of $5.2 million and $5.7 million, respectively, relating to a step up in basis of certain intangible assets recognized in connection with the 2007 Transactions. For the years ended December 31, 2009, 2008, and 2007, we incurred amortization expense of $22.0 million, $24.2 million, and $16.8 million, respectively, relating to a step up in basis of certain intangible assets recognized in connection with the 2007 Transactions.
(3)	During the three months ended March 31, 2010, revenue equipment with a carrying amount of $3.6 million was written down to its fair value of $2.3 million, resulting in an impairment charge of $1.3 million, which was included in impairments in the consolidated statement of operations for the three months ended March 31, 2010. During the three months ended March 31, 2009, non-operating real estate properties held and used with a carrying amount of $2.1 million were written down to their fair value of $1.6 million, resulting in an impairment charge of $0.5 million. For the year ended December 31, 2008, we incurred $24.5 million in pre-tax impairment charges comprised of a $17.0 million impairment of goodwill relating to our Mexico freight transportation reporting unit, and impairment charges totaling $7.5 million on tractors, trailers, and several non-operating real estate properties and other assets. For the year ended December 31, 2007, we recorded a goodwill impairment of $238.0 million pre-tax related to our U.S. freight transportation reporting unit and trailer impairment of $18.3 million pre-tax. The results for the year ended December 31, 2006 included pre-tax charges of $9.2 million related to the impairment of certain trailers, Mexico real property and equipment, and $18.4 million for the write-off of a note receivable and other outstanding amounts related to our sale of our auto haul business in April 2005. For the year ended December 31, 2005, we incurred a pre-tax impairment charge of $6.4 million related to certain trailers.
(4)	Effective January 1, 2010, we adopted ASU No. 2009-16 “Accounting For Transfers of Financial Assets,” or ASU No. 2009-16, under which we were required to account for our accounts receivable securitization agreement, or our 2008 RSA, as a secured borrowing on our balance sheet as opposed to a sale, with our 2008 RSA program fees characterized as interest expense. From March 27, 2008 through December 31, 2009, our 2008 RSA has been accounted for as a true sale in accordance with generally accepted accounting principles, or GAAP. Therefore, as of December 31, 2009 and 2008, such accounts receivable and associated obligation are not reflected in our consolidated balance sheets. For periods prior to March 27, 2008, and again beginning January 1, 2010, accounts receivable and associated obligation are recorded on our balance sheet. Long-term debt excludes securitization amounts outstanding for each period. For the three months ended March 31, 2010, total program fees recorded as interest expense were $1.1 million.
	Prior to the change in GAAP, program fees were recorded under “Other income and expenses” under “Other.” For the three months ended March 31, 2009, total program fees included in “Other” were $1.1 million. For the years ended December 31, 2009 and 2008, program fees from our 2008 RSA totaling $5.0 million and $7.3 million, respectively, were recorded in “Other.”
(5)	Derivative interest expense for the three months ended March 31, 2010 and 2009 is related to our interest rate swaps with notional amounts of $1.14 billion and $1.20 billion, respectively. Derivative interest expense increased during the three months ended March 31, 2010 over the same period in 2009 as a result of the decrease in three month London Interbank Offered Rate, or LIBOR, the underlying index for the swaps. Additionally, we de-designated the remaining swaps and discontinued hedge accounting effective October 1, 2009 as a result of the second amendment to our existing senior secured credit facility, after which the entire mark-to-market adjustment was recorded in our statement of operations as opposed to being recorded in equity as a component of other comprehensive income under the prior cash flow hedge accounting treatment. Derivative interest expense for the years ended December 31, 2009, 2008, and 2007 is related to our interest rate swaps with notional amounts of $1.14 billion, $1.22 billion, and $1.34 billion, respectively.
(6)	From May 11, 2007 until October 10, 2009, we had elected to be taxed under the Internal Revenue Code of 1986, as amended from time to time, or the Internal Revenue Code, as a subchapter S corporation. A subchapter S corporation passes through essentially all taxable earnings and losses to its stockholders and does not pay federal income taxes at the corporate level. Historical income taxes during this time consist mainly of state income taxes in certain states that do not recognize subchapter S corporations, and an income tax provision or benefit was recorded for certain of our subsidiaries, including our Mexican subsidiaries and our sole domestic captive insurance company at the time, which were not eligible to be treated as qualified subchapter S corporations. In October 2009, we elected to be taxed as a subchapter C corporation. For comparative purposes, we have included a pro forma (provision) benefit for income taxes assuming we had been taxed as a subchapter C corporation in all periods when our subchapter S corporation election was in effect. The pro forma effective tax rate for 2009 of 5.2% differs from the expected federal tax benefit of 35% primarily as a result of income recognized for tax purposes on the partial cancellation of the stockholder loan, which reduced the tax benefit rate by 32.6%. In 2008, the pro forma effective tax rate was reduced by 8.8% for stockholder distributions and 4.4% for non-deductible goodwill impairment charges, which resulted in a 19.7% effective tax rate. In 2007, the pro forma effective tax rate of 5.8% resulted primarily from a non-deductible goodwill impairment charge, which reduced the rate by 25.1%.
(7)	We use the term “Adjusted EBITDA” throughout this prospectus. Adjusted EBITDA, as we define this term, is not presented in accordance with GAAP. We use Adjusted EBITDA as a supplement to our GAAP results in evaluating certain aspects of our business, as described below.
	We define Adjusted EBITDA as net income (loss) plus (i) depreciation and amortization, (ii) interest and derivative interest expense, including other fees and charges associated with indebtedness, net of interest income, (iii) income taxes, (iv) non-cash impairments, (v) non-cash equity compensation expense, (vi) other unusual non-cash items, and (vii) excludable transaction costs.
	Our board of directors and executive management team focus on Adjusted EBITDA as a key measure of our performance, for business planning, and for incentive compensation purposes. Adjusted EBITDA assists us in comparing our performance over various reporting

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periods on a consistent basis because it removes from our operating results the impact of items that, in our opinion, do not reflect our core operating performance. Our method of computing Adjusted EBITDA is consistent with that used in our debt covenants and also is routinely reviewed by management for that purpose. For a reconciliation of our Adjusted EBITDA to our net income (loss), the most directly related GAAP measure, please see the table below.

Our Chief Executive Officer, who is our chief operating decision-maker, and our compensation committee, traditionally have used Adjusted EBITDA thresholds in setting performance goals for our employees, including senior management. Such performance goals serve to incentivize management to improve profitability and thereby increase long-term stockholder value. For more information on the use of Adjusted EBITDA by our board of directors’ compensation committee, see “Executive Compensation — Compensation Discussion and Analysis.”

As a result, the annual bonuses for certain members of our management typically are based at least in part on Adjusted EBITDA. At the same time, some or all of these executives have responsibility for monitoring our financial results generally, including the items included as adjustments in calculating Adjusted EBITDA (subject ultimately to review by our board of directors in the context of the board’s review of our quarterly financial statements). While many of the adjustments (for example, transaction costs and our existing senior secured credit facility fees) involve mathematical application of items reflected in our financial statements, others (such as determining whether a non-cash item is unusual) involve a degree of judgment and discretion. While we believe that all of these adjustments are appropriate, and although the quarterly calculations are subject to review by our board of directors in the context of the board’s review of our quarterly financial statements and certification by our Chief Financial Officer in a compliance certificate provided to the lenders under our existing senior secured credit facility, this discretion may be viewed as an additional limitation on the use of Adjusted EBITDA as an analytical tool.

We believe our presentation of Adjusted EBITDA is useful because it provides investors and securities analysts the same information that we use internally for purposes of assessing our core operating performance.

Adjusted EBITDA is not a substitute for net income (loss), income (loss) from continuing operations, cash flows from operating activities, operating margin, or any other measure prescribed by GAAP. There are limitations to using non-GAAP measures such as Adjusted EBITDA. Although we believe that Adjusted EBITDA can make an evaluation of our operating performance more consistent because it removes items that, in our opinion, do not reflect our core operations, other companies in our industry may define Adjusted EBITDA differently than we do. As a result, it may be difficult to use Adjusted EBITDA or similarly named non-GAAP measures that other companies may use to compare the performance of those companies to our performance.

Because of these limitations, Adjusted EBITDA should not be considered a measure of the income generated by our business or discretionary cash available to us to invest in the growth of our business. Our management compensates for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA supplementally.

A reconciliation of GAAP net income (loss) to Adjusted EBITDA for each of the periods indicated is as follows:

	Successor															Predecessor
	Three															January 1,
	Months												Year			2007
	Ended												Ended			through			Year Ended
	March 31,						Year Ended December 31,						December 31,			May 10,			December 31,
(Dollars in thousands)	2010			2009			2009			2008			2007			2007			2006			2005
	(Unaudited)
Net income (loss)	$	(53,001	)	$	(43,560	)	$	(435,645	)	$	(146,555	)	$	(96,188	)	$	(30,422	)	$	141,055		$	101,127
Adjusted for:
Depreciation and amortization		65,497			66,956			253,531			275,832			187,043			82,949			222,376			199,777
Interest expense		62,596			47,702			200,512			222,177			171,115			9,454			26,870			29,946
Derivative interest expense (income)		23,714			7,549			55,634			18,699			13,233			(177	)		(1,134	)		(3,314	)
Interest income		(220	)		(428	)		(1,814	)		(3,506	)		(6,602	)		(1,364	)		(2,007	)		(1,713	)
Income tax expense (benefit)		(9,525	)		301			326,650			11,368			(234,316	)		(4,577	)		80,219			63,223
EBITDA	$	89,061		$	78,520		$	398,868		$	378,015		$	34,285		$	55,863		$	467,379		$	389,046
Non-cash impairments(a)		1,274			515			515			24,529			256,305			—			27,595			6,377
Non-cash equity comp		—			—			—			—			—			12,501			3,627			12,397
Other unusual non-cash items(b)		—			—			—			—			—			2,418			—			—
Excludable transaction costs(c)		—			—			6,477			7,054			1,007			38,905			—			—
Adjusted EBITDA	$	90,335		$	79,035		$	405,860		$	409,598		$	291,597		$	109,687		$	498,601		$	407,820

(a)	Non-cash impairments include the items discussed in note (3) above.
(b)	For the period January 1, 2007 through May 10, 2007, we incurred a $2.4 million pre-tax impairment of a note receivable recorded in non-operating other (income) expense.

(c) Excludable transaction costs include the following:

•  for the year ended December 31, 2009, we incurred $4.2 million of pre-tax transaction costs in the third and fourth quarters of 2009 related to an amendment to our existing senior secured credit facility and the concurrent senior secured notes amendments, and $2.3 million of pre-tax transaction costs during the third quarter of 2009 related to our cancelled bond offering;

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•  for the year ended December 31, 2008, we incurred $7.1 million of pre-tax expense associated with the closing of our 2008 RSA on July 30, 2008, and financial advisory fees associated with an amendment to our existing senior secured credit facility;

•  for the year ended December 31, 2007, we incurred $1.0 million in pre-tax transaction costs related to our going private transaction; and

•  for the period January 1, 2007 to May 10, 2007, our predecessor incurred $16.4 million related to change-in-control payments made to former executive officers and $22.5 million for financial investment advisory, legal, and accounting fees, all of which resulted from the 2007 Transactions.

(8)	We use the term “Adjusted Operating Ratio” throughout this prospectus. Adjusted Operating Ratio, as we define this term, is not presented in accordance with GAAP. We use Adjusted Operating Ratio as a supplement to our GAAP results in evaluating certain aspects of our business, as described below.
	We define Adjusted Operating Ratio as (a) total operating expenses, less (i) fuel surcharges, (ii) non-cash impairment charges, (iii) other unusual items, and (iv) excludable transaction costs, as a percentage of (b) total revenue excluding fuel surcharge revenue.
	Our board of directors and executive management team also focus on Adjusted Operating Ratio as a key indicator of our performance from period to period. We believe fuel surcharge is sometimes volatile and eliminating the impact of this source of revenue (by netting fuel surcharge revenue against fuel expense) affords a more consistent basis for comparing our results of operations. We also believe excluding impairments and other unusual items enhances the comparability of our performance from period to period. For a reconciliation of our Adjusted Operating Ratio to our operating ratio, please see the table below.
	We believe our presentation of Adjusted Operating Ratio is useful because it provides investors and securities analysts the same information that we use internally for purposes of assessing our core operating performance.
	Adjusted Operating Ratio is not a substitute for operating margin or any other measure derived solely from GAAP measures. There are limitations to using non-GAAP measures such as Adjusted Operating Ratio. Although we believe that Adjusted Operating Ratio can make an evaluation of our operating performance more consistent because it removes items that, in our opinion, do not reflect our core operations, other companies in our industry may define Adjusted Operating Ratio differently than we do. As a result, it may be difficult to use Adjusted Operating Ratio or similarly named non-GAAP measures that other companies may use to compare the performance of those companies to our performance.
	A reconciliation of our Adjusted Operating Ratio for each of the periods indicated is as follows:

	Successor															Predecessor
	Three Months												Year			January 1, 2007
	Ended												Ended			through			Year Ended
	March 31,						Year Ended December 31,						December 31,			May 10,			December 31,
(Dollars in thousands)	2010			2009			2009			2008			2007			2007			2006			2005
Total GAAP operating revenue	$	654,830		$	614,756		$	2,571,353		$	3,399,810		$	2,180,293		$	1,074,723		$	3,172,790		$	3,197,455
Less:
Fuel surcharge revenue		(88,816	)		(52,986	)		(275,373	)		(719,617	)		(344,946	)		(147,507	)		(462,529	)		(391,942	)
Operating revenue, net of fuel surcharge revenue		566,014			561,770			2,295,980			2,680,193			1,835,347			927,216			2,710,261			2,805,513
Total GAAP operating expense		631,637			602,517			2,439,352			3,284,874			2,334,984			1,100,380			2,929,059			3,009,395
Adjusted for:
Fuel surcharge revenue		(88,816	)		(52,986	)		(275,373	)		(719,617	)		(344,946	)		(147,507	)		(462,529	)		(391,942	)
Excludable transaction costs(a)		—			—			(6,477	)		(7,054	)		(1,007	)		(38,905	)		—			—
Non-cash impairments(b)		(1,274	)		(515	)		(515	)		(24,529	)		(256,305	)		—			(27,595	)		(6,377	)
Other unusual items(c)		(7,382	)		—			—			—			—			—			9,952			—
Acceleration of noncash stock options(d)		—			—			—			—			—			(11,125	)		—			(12,397	)
Adjusted operating expense	$	534,165		$	549,016		$	2,156,987		$	2,533,674		$	1,732,726		$	902,843		$	2,448,887		$	2,598,679
Adjusted Operating Ratio(e)		94.4%			97.7%			93.9%			94.5%			94.4%			97.4%			90.4%			92.6%
Actual operating ratio		96.5%			98.0%			94.9%			96.6%			107.1%			102.4%			92.3%			94.1%

(a)  Excludable transaction costs include the following:

•  for the year ended December 31, 2009, we incurred $4.2 million of pre-tax transaction costs in the third and fourth quarters of 2009 related to an amendment to our existing senior secured credit facility and the concurrent senior secured notes amendments, and $2.3 million of pre-tax transaction costs during the third quarter of 2009 related to our cancelled bond offering;

•  for the year ended December 31, 2008, we incurred $7.1 million of pre-tax expense associated with the closing of our 2008 RSA on July 30, 2008, and financial advisory fees associated with an amendment to our existing senior secured credit facility;

•  for the year ended December 31, 2007, we incurred $1.0 million in pre-tax transaction costs related to our going private transaction; and

•  for the period January 1, 2007 to May 10, 2007, our predecessor incurred $16.4 million related to change-in-control payments made to former executive officers and $22.5 million for financial investment advisory, legal, and accounting fees, all of which resulted from the 2007 Transactions.

(b)  Non-cash impairments include items discussed in note (3) above.

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(c)  Other unusual items included the following:

•  for the year ended December 31, 2006, we recognized a $4.8 million and $5.2 million pre-tax benefit for the change in our discretionary match to our 401(k) profit sharing plan and a gain from the settlement of litigation, respectively; and

•  in the first quarter of 2010, we incurred $7.4 million of incremental depreciation expense during the 2010 quarter reflecting management’s revised estimates regarding salvage value and useful lives for approximately 7,000 dry van trailers, which management decided to scrap.

(d)  Acceleration of non-cash stock options includes the following:

•  for the period January 1, 2007 to May 10, 2007, we incurred $11.1 million related to the acceleration of stock incentive awards as a result of the 2007 Transactions; and

•  for the year ended December 31, 2005, we incurred a $12.4 million pre-tax expense to accelerate the vesting period of 7.3 million stock options.

We expect a future adjustment to this line item to reflect an approximately $16.4 million one-time non-cash equity compensation charge for certain stock options that vest upon an initial public offering. Thereafter, quarterly non-cash equity compensation expense for existing grants is estimated to be approximately $1.8 million per quarter through 2012.

(e)  We have not included adjustments to Adjusted Operating Ratio to reflect the following non-cash amortization expense we recognized for certain identified intangible assets during the following periods:

•  during the three months ended March 31, 2010 and 2009, we incurred amortization expense of $5.2 million and $5.7 million, respectively, relating to certain intangible assets identified in the 2007 Transactions; and

•  for the years ended December 31, 2009, 2008, and 2007, we incurred amortization expense of $22.0 million, $24.2 million, and $16.8 million, respectively, relating to certain intangible assets identified in the 2007 Transactions.

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Risk Factors

An investment in our Class A common stock involves a high degree of risk. You should carefully consider the following risks, as well as the other information contained in this prospectus, before making an investment decision. If any of the following risks, as well as other risks and uncertainties that are not yet identified or that we currently think are immaterial, actually occur, our business, results of operations, or financial condition could be materially and adversely affected. In such an event, the trading price of our Class A common stock could decline and you could lose part or all of your investment.

Risks Related to Our Business and Industry

Our business is subject to general economic and business factors affecting the truckload industry that are largely beyond our control, any of which could have a material adverse effect on our operating results.

Our business is dependent on a number of factors that may have a negative impact on our results of operations, many of which are beyond our control. We believe that some of the most significant of these factors are economic changes that affect supply and demand in transportation markets, such as:

•  recessionary economic cycles;

•  changes in customers’ inventory levels and in the availability of funding for their working capital;

•  excess tractor capacity in comparison with shipping demand; and

•  downturns in customers’ business cycles.

The risks associated with these factors are heightened when the U.S. economy is weakened. Some of the principal risks during such times are as follows:

•  we may experience low overall freight levels, which may impair our asset utilization;

•  certain of our customers may face credit issues and cash flow problems, as discussed below;

•  freight patterns may change as supply chains are redesigned, resulting in an imbalance between our capacity and our customers’ freight demand;

•  customers may bid out freight or select competitors that offer lower rates from among existing choices in an attempt to lower their costs and we might be forced to lower our rates or lose freight; and

•  we may be forced to incur more deadhead miles to obtain loads.

Economic conditions that decrease shipping demand or increase the supply of tractors and trailers can exert downward pressure on rates and equipment utilization, thereby decreasing asset productivity. As a result of depressed freight volumes and excess truckload capacity in our industry, we have experienced lower miles per unit, freight rates, and freight volumes in recent periods, all of which have negatively impacted our results. Although the ATA’s seasonally adjusted for-hire truck tonnage index has shown improvement since the end of 2009, we cannot predict when or if the truckload market will return to a period of sustained growth. A prolonged recession or general economic instability could result in further declines in our results of operations, which declines may be material.

We also are subject to cost increases outside our control that could materially reduce our profitability if we are unable to increase our rates sufficiently. Such cost increases include, but are not limited to, increases in fuel prices, driver wages, interest rates, taxes, tolls, license and registration fees, insurance, revenue equipment, and healthcare for our employees.

In addition, events outside our control, such as strikes or other work stoppages at our facilities or at customer, port, border, or other shipping locations, or actual or threatened armed conflicts or terrorist attacks, efforts to combat terrorism, military action against a foreign state or group located in a foreign state, or heightened security requirements could lead to reduced economic demand, reduced availability of credit, or temporary closing of the shipping locations or U.S. borders. Such events or enhanced security measures in

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connection with such events could impair our operating efficiency and productivity and result in higher operating costs.

We operate in the highly competitive and fragmented truckload industry, and our business and results of operations may suffer if we are unable to adequately address downward pricing and other competitive pressures.

We compete with many truckload carriers and, to a lesser extent, with less-than-truckload carriers, railroads, and third-party logistics, brokerage, freight forwarding, and other transportation companies. Additionally, some of our customers may utilize their own private fleets rather than outsourcing loads to us. Some of our competitors may have greater access to equipment, a wider range of services, greater capital resources, less indebtedness, or other competitive advantages. Numerous competitive factors could impair our ability to maintain or improve our profitability. These factors include the following:

•  many of our competitors periodically reduce their freight rates to gain business, especially during times of reduced growth in the economy, which may limit our ability to maintain or increase freight rates or to maintain or expand our business or may require us to reduce our freight rates;

•  some of our customers also operate their own private trucking fleets and they may decide to transport more of their own freight;

•  some shippers have reduced or may reduce the number of carriers they use by selecting core carriers as approved service providers and in some instances we may not be selected;

•  many customers periodically solicit bids from multiple carriers for their shipping needs and this process may depress freight rates or result in a loss of business to competitors;

•  the continuing trend toward consolidation in the trucking industry may result in more large carriers with greater financial resources and other competitive advantages, and we may have difficulty competing with them;

•  advances in technology may require us to increase investments in order to remain competitive, and our customers may not be willing to accept higher freight rates to cover the cost of these investments;

•  higher fuel prices and, in turn, higher fuel surcharges to our customers may cause some of our customers to consider freight transportation alternatives, including rail transportation;

•  competition from freight logistics and brokerage companies may negatively impact our customer relationships and freight rates; and

•  economies of scale that may be passed on to smaller carriers by procurement aggregation providers may improve such carriers’ ability to compete with us.

We have several major customers, the loss of one or more of which could have a material adverse effect on our business.

A significant portion of our revenue is generated from a number of major customers, the loss of one or more of which could have a material adverse effect on our business. For the year ended December 31, 2009, our top 25 customers, based on revenue, accounted for approximately 54% of our revenue; our top 10 customers, approximately 37% of our revenue; our top 5 customers, approximately 27% of our revenue; and our largest customer, Wal-Mart and its subsidiaries, accounted for 10.2% of our revenue. A substantial portion of our freight is from customers in the retail sales industry. As such, our volumes are largely dependent on consumer spending and retail sales, and our results may be more susceptible to trends in unemployment and retail sales than carriers that do not have this concentration.

Economic conditions and capital markets may adversely affect our customers and their ability to remain solvent. Our customers’ financial difficulties can negatively impact our results of operations and financial condition and our ability to comply with the covenants in our debt agreements and accounts receivable securitization agreements, especially if they were to delay or default on payments to us. Generally, we do not

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have contractual relationships that guarantee any minimum volumes with our customers, and we cannot assure you that our customer relationships will continue as presently in effect. Our dedicated business is generally subject to longer term written contracts than our non-dedicated business; however, certain of these contracts contain cancellation clauses and there is no assurance any of our customers, including our dedicated customers, will continue to utilize our services, renew our existing contracts, or continue at the same volume levels. A reduction in or termination of our services by one or more of our major customers, including our dedicated customers, could have a material adverse effect on our business and operating results.

We may not be able to sustain the cost savings realized as part of our recent cost reduction initiatives.

Since the first quarter of 2008, we have implemented over $250 million of annualized cost savings, many of which we expect to result in ongoing savings. The cost savings entail several elements, including reducing our tractor fleet by 17.2%, improving fuel efficiency, improving our tractor to non-driver ratio, suspending bonuses and 401(k) matching, streamlining maintenance and administrative functions, improving safety and claims management, and limiting discretionary expenses. We may not be able to sustain all, or any part of, these cost savings on an annual basis in the future, particularly those related to headcount, compensation, and employee benefits, if an economic recovery increases competition for employees and expenses relating to driving more miles.

We may not be successful in achieving our strategy of growing our revenue.

Our current goals include increasing revenue in excess of 10% over the next several years, including by growing our current service offerings. While we currently believe we can achieve these stated goals through the implementation of various business strategies, there can be no assurance that we will be able to effectively and successfully implement such strategies and realize our stated goals. Our goals may be negatively affected by a failure to further penetrate our existing customer base, cross-sell our service offerings, pursue new customer opportunities, manage the operations and expenses of new or growing service offerings, or otherwise achieve growth of our service offerings. Further, we may not achieve profitability from our new service offerings. There is no assurance that successful execution of our business strategies will result in us achieving our current business goals.

We have a recent history of net losses.

For the years ended December 31, 2007, 2008, and 2009, we incurred net losses of $96.2 million (net of a tax benefit of $230.2 million to eliminate our deferred tax liabilities upon conversion to a subchapter S corporation), $146.6 million, and $435.6 million (including $324.8 million to recognize deferred income taxes upon our election to be taxed as a subchapter C corporation), respectively. Achieving profitability depends upon numerous factors, including our ability to increase our trucking revenue per tractor, expand our overall volume, and control expenses. We might not achieve profitability or, if we do, we may not be able to sustain or increase profitability in the future.

Fluctuations in the price or availability of fuel, the volume and terms of diesel fuel purchase commitments, and surcharge collection may increase our costs of operation, which could materially and adversely affect our profitability.

Fuel is one of our largest operating expenses. Diesel fuel prices fluctuate greatly due to factors beyond our control, such as political events, terrorist activities, armed conflicts, depreciation of the dollar against other currencies, and hurricanes and other natural or man-made disasters, such as the recent oil spill in the Gulf of Mexico, each of which may lead to an increase in the cost of fuel. Fuel prices also are affected by the rising demand in developing countries, including China, and could be adversely impacted by the use of crude oil and oil reserves for other purposes and diminished drilling activity. Such events may lead not only to increases in fuel prices, but also to fuel shortages and disruptions in the fuel supply chain. Because our operations are dependent upon diesel fuel, significant diesel fuel cost increases, shortages, or supply disruptions could materially and adversely affect our results of operations and financial condition.

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Fuel also is subject to regional pricing differences and often costs more on the West Coast and in the Northeast, where we have significant operations. Increases in fuel costs, to the extent not offset by rate per mile increases or fuel surcharges, have an adverse effect on our operations and profitability. We obtain some protection against fuel cost increases by maintaining a fuel-efficient fleet and a compensatory fuel surcharge program. We have fuel surcharge programs in place with a majority of our customers, which have helped us offset the majority of the negative impact of rising fuel prices associated with loaded or billed miles. However, we also incur fuel costs that cannot be recovered even with respect to customers with which we maintain fuel surcharge programs, such as those associated with empty miles, deadhead miles, or the time when our engines are idling. Because our fuel surcharge recovery lags behind changes in fuel prices, our fuel surcharge recovery may not capture the increased costs we pay for fuel, especially when prices are rising, leading to fluctuations in our levels of reimbursement; and our levels of reimbursement have fluctuated in the past. Further, during periods of low freight volumes, shippers can use their negotiating leverage to impose less compensatory fuel surcharge policies. There can be no assurance that such fuel surcharges can be maintained indefinitely or will be sufficiently effective.

We have not used derivatives to mitigate volatility in our fuel costs, but periodically evaluate their possible use. We have contracted with some of our fuel suppliers to buy fuel at a fixed price or within banded pricing for a specific period, usually not exceeding twelve months, to mitigate the impact of rising fuel costs. However, these purchase commitments only cover a small portion of our fuel consumption and, accordingly, our results of operations could be negatively impacted by fuel price fluctuations.

Increased prices for new revenue equipment, design changes of new engines, volatility in the used equipment sales market, and the failure of manufacturers to meet their sale or trade-back obligations to us could adversely affect our financial condition, results of operations, and profitability.

We have experienced higher prices for new tractors over the past few years. The resale value of the tractors and the residual values under arrangements we have with manufacturers have not increased to the same extent. In addition, the engines used in tractors manufactured in 2010 and after are subject to more stringent emissions control regulations issued by the Environmental Protection Agency, or EPA. Compliance with such regulations has increased the cost of the tractors, and resale prices or residual values may not increase to the same extent. Accordingly, our equipment costs, including depreciation expense per tractor, are expected to increase in future periods. As with any engine redesign, there is a risk that the newly designed 2010 diesel engines will have unforeseen problems. Additionally, we have not operated many of the new 2010 diesel engines, so we cannot be certain how they will operate.

Many engine manufacturers are using selective catalytic reduction, or SCR, equipment to comply with the EPA’s 2010 diesel engine emissions standards. SCR equipment requires a separate urea-based liquid known as diesel exhaust fluid, which is stored in a separate tank on the truck. If the new tractors we purchase are equipped with SCR technology and require us to use diesel exhaust fluid, we will be exposed to additional costs associated with the price and availability of diesel exhaust fluid, the weight of the diesel exhaust fluid tank and SCR system, and additional maintenance costs associated with the SCR system. Additionally, we may need to train our drivers to use the new SCR equipment. Problems relating to the new 2010 engines or increased costs associated with the new 2010 engines resulting from regulatory requirements or otherwise could adversely impact our business.

A depressed market for used equipment could require us to trade our revenue equipment at depressed values or to record losses on disposal or impairments of the carrying values of our revenue equipment that is not protected by residual value arrangements. Used equipment prices are subject to substantial fluctuations based on freight demand, supply of used trucks, availability of financing, the presence of buyers for export to countries such as Russia and Brazil, and commodity prices for scrap metal. We took impairment charges related to the value of certain tractors and trailers in 2007, 2008, and the first quarter of 2010. If there is another deterioration of resale prices, it could have a material adverse effect on our business and operating results. Trades at depressed values and decreases in proceeds under equipment disposals and impairments of the carrying values of our revenue equipment could adversely affect our results of operations and financial condition.

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We lease or finance certain revenue equipment under leases that are structured with balloon payments at the end of the lease or finance term equal to the value we have contracted to receive from the respective equipment manufacturers upon sale or trade back to the manufacturers. To the extent we do not purchase new equipment that triggers the trade back obligation, or the manufacturers of the equipment do not pay the contracted value at the end of the lease term, we could be exposed to losses for the amount by which the balloon payments owed to the respective lease or finance companies exceed the proceeds we are able to generate in open market sales of the equipment. In addition, if we purchase equipment subject to a buy-back agreement and the manufacturer refuses to honor the agreement or we are unable to replace equipment at a reasonable price, we may be forced to sell such equipment at a loss.

We operate in a highly regulated industry, and changes in existing regulations or violations of existing or future regulations could have a material adverse effect on our operations and profitability.

We operate in the United States throughout the 48 contiguous states pursuant to operating authority granted by the U.S. Department of Transportation, or DOT, in Mexico pursuant to operating authority granted by Secretarìa de Communiciones y Transportes, and in various Canadian provinces pursuant to operating authority granted by the Ministries of Transportation and Communications in such provinces. Our company drivers and owner-operators also must comply with the safety and fitness regulations of the DOT, including those relating to drug and alcohol testing and hours-of-service. Such matters as weight and equipment dimensions also are subject to government regulations. We also may become subject to new or more restrictive regulations relating to fuel emissions, drivers’ hours-of-service, ergonomics, on-board reporting of operations, collective bargaining, security at ports, and other matters affecting safety or operating methods. The DOT is currently engaged in a rulemaking proceeding regarding drivers’ hours-of-service, and the result could negatively impact utilization of our equipment. Other agencies, such as the EPA and the DHS, also regulate our equipment, operations, and drivers. Future laws and regulations may be more stringent, require changes in our operating practices, influence the demand for transportation services, or require us to incur significant additional costs. Higher costs incurred by us or by our suppliers who pass the costs onto us through higher prices could adversely affect our results of operations.

In the aftermath of the September 11, 2001 terrorist attacks, federal, state, and municipal authorities implemented and continue to implement various security measures, including checkpoints and travel restrictions on large trucks. The Transportation Security Administration, or TSA, has adopted regulations that require determination by the TSA that each driver who applies for or renews his license for carrying hazardous materials is not a security threat. This could reduce the pool of qualified drivers, which could require us to increase driver compensation, limit fleet growth, or let trucks sit idle. These regulations also could complicate the matching of available equipment with hazardous material shipments, thereby increasing our response time and our deadhead miles on customer orders. As a result, it is possible that we may fail to meet the needs of our customers or may incur increased expenses to do so. These security measures could negatively impact our operating results.

The new CSA 2010 initiative of the Federal Motor Carrier Safety Administration, or FMCSA, introduces a new enforcement and compliance model, which implements driver standards in addition to our current standards. Under the new regulations, the methodology for determining a carrier’s DOT safety rating will be expanded to include the on-road safety performance of the carrier’s drivers. The new regulations are scheduled to be implemented in the second half of 2010, and enforcement is scheduled to begin in 2011. These implementation and enforcement dates have already been delayed and may be subject to further change. As a result of these new regulations, including the expanded methodology for determining a carrier’s DOT safety rating, there may be an adverse effect on our DOT safety rating. We currently have a satisfactory DOT rating, which is the highest available rating. A conditional or unsatisfactory DOT safety rating could adversely affect our business because some of our customer contracts may require a satisfactory DOT safety rating, and a conditional or unsatisfactory rating could negatively impact or restrict our operations. In addition, there is a possibility that a drop to conditional status could affect our ability to self-insure for personal injury and property damage relating to the transportation of freight, which could cause our insurance costs to increase. Finally, proposed FMCSA rules and practices followed by regulators may require us to install electronic on-

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board recorders in our tractors if we receive an adverse change in our safety results or safety rating. Such installation could cause an increase in driver turnover, adverse information in litigation, cost increases, and decreased asset utilization.

In addition, our operations are subject to various environmental laws and regulations dealing with the transportation, storage, presence, use, disposal, and handling of hazardous materials, discharge of wastewater and storm water, and with waste oil and fuel storage tanks. Our truck terminals often are located in industrial areas where groundwater or other forms of environmental contamination could occur. Our operations involve the risks of fuel spillage or seepage, environmental damage, and hazardous waste disposal, among others. Certain of our facilities have waste oil or fuel storage tanks and fueling islands. A small percentage of our freight consists of low-grade hazardous substances, which subjects us to a wide array of regulations. Although we have instituted programs to monitor and control environmental risks and promote compliance with applicable environmental laws and regulations, if we are involved in a spill or other accident involving hazardous substances, if there are releases of hazardous substances we transport, if soil or groundwater contamination is found at our facilities or results from our operations, or if we are found to be in violation of applicable laws or regulations, we could be subject to cleanup costs and liabilities, including substantial fines or penalties or civil and criminal liability, any of which could have a material adverse effect on our business and operating results. Additionally, if we fail to comply with applicable environmental regulations, we could be subject to substantial fines or penalties and to civil and criminal liability.

EPA regulations limiting exhaust emissions became more restrictive in 2010. On May 21, 2010, President Obama signed an executive memorandum directing the National Highway Traffic Safety Administration, or NHTSA, and the EPA to develop new, stricter fuel efficiency standards for heavy trucks, beginning in 2014. In December 2008, California adopted new performance requirements for diesel trucks, with targets to be met between 2011 and 2023, and California also has adopted aerodynamics requirements for certain trailers. These regulations, as well as proposed regulations or legislation related to climate change that potentially impose restrictions, caps, taxes, or other controls on emissions of greenhouse gas, could adversely affect our operations and financial results. In addition, increasing efforts to control emissions of greenhouse gases are likely to have an impact on us. The EPA has announced a finding relating to greenhouse gas emissions that may result in promulgation of greenhouse gas emission limits. Federal and state lawmakers also are considering a variety of climate-change proposals. Compliance with such regulations could increase the cost of new tractors and trailers, impair equipment productivity, and increase operating expenses. These effects, combined with the uncertainty as to the operating results that will be produced by the newly designed diesel engines and the residual values of these vehicles, could increase our costs or otherwise adversely affect our business or operations.

In order to reduce exhaust emissions, some states and municipalities have begun to restrict the locations and amount of time where diesel-powered tractors, such as ours, may idle. These restrictions could force us to alter our drivers’ behavior, purchase on-board power units that do not require the engine to idle, or face a decrease in productivity.

From time to time, various federal, state, or local taxes are increased, including taxes on fuels. We cannot predict whether, or in what form, any such increase applicable to us will be enacted, but such an increase could adversely affect our profitability.

CSA 2010, increases in driver compensation, or other difficulties in attracting and retaining qualified drivers could adversely affect our profitability and ability to maintain or grow our fleet.

Under CSA 2010, drivers and fleets will be evaluated and ranked based on certain safety-related standards. As a result, certain current and potential drivers may no longer be eligible to drive for us, our fleet could be ranked poorly as compared to our peer firms, and our safety rating could be adversely impacted. We recruit and retain a substantial number of first-time drivers, and these drivers may have a higher likelihood of creating adverse safety events under CSA 2010. A reduction in eligible drivers or a poor fleet ranking may result in difficulty attracting and retaining qualified drivers, and could cause our customers to direct their

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business away from us and to carriers with higher fleet rankings, which would adversely affect our results of operations.

Additionally, like many truckload carriers, from time to time we have experienced difficulty in attracting and retaining sufficient numbers of qualified drivers, including owner-operators, and such shortages may recur in the future. Because of the intense competition for drivers, we may face difficulty maintaining or increasing our number of drivers. Due in part to the economic recession, we reduced our driver pay in 2009. The compensation we offer our drivers and owner-operators is subject to market conditions and we may find it necessary to increase driver and owner-operator compensation in future periods, which will be more likely to the extent that economic conditions improve. In addition, like most in our industry, we suffer from a high turnover rate of drivers, especially in the first 90 days of employment. Our high turnover rate requires us to continually recruit a substantial number of drivers in order to operate existing revenue equipment. If we are unable to continue to attract and retain a sufficient number of drivers, we could be required to adjust our compensation packages, or operate with fewer trucks and face difficulty meeting shipper demands, all of which could adversely affect our profitability and ability to maintain our size or grow.

We self-insure a significant portion of our claims exposure, which could significantly increase the volatility of, and decrease the amount of, our earnings.

We self-insure a significant portion of our claims exposure and related expenses related to cargo loss, employee medical expense, bodily injury, workers’ compensation, and property damage and maintain insurance with licensed insurance companies above our limits of self-insurance. Our substantial self-insured retention of $10.0 million for bodily injury and property damage per occurrence and up to $5.0 million per occurrence for workers’ compensation claims can make our insurance and claims expense higher or more volatile. Additionally, with respect to our third-party insurance, we face the risks of increasing premiums and collateral requirements and the risk of carriers or underwriters leaving the trucking sector, which may materially affect our insurance costs or make insurance in excess of our self-insured retention more difficult to find, as well as increase our collateral requirements.

We accrue the costs of the uninsured portion of pending claims based on estimates derived from our evaluation of the nature and severity of individual claims and an estimate of future claims development based upon historical claims development trends. Actual settlement of the self-insured claim liabilities could differ from our estimates due to a number of uncertainties, including evaluation of severity, legal costs, and claims that have been incurred but not reported. Due to our high self-insured amounts, we have significant exposure to fluctuations in the number and severity of claims and the risk of being required to accrue or pay additional amounts if our estimates are revised or the claims ultimately prove to be more severe than originally assessed. Although we endeavor to limit our exposure arising with respect to such claims, we also may have exposure if carrier subcontractors under our brokerage operations are inadequately insured for any accident.

Our liability coverage has a maximum aggregate limit of $150.0 million per year. If any claim were to exceed our aggregate coverage limit, we would bear the excess, in addition to our other self-insured amounts. Although we believe our aggregate insurance limits are sufficient to cover reasonably expected claims, it is possible that one or more claims could exceed those limits. Our insurance and claims expense could increase, or we could find it necessary to raise our self-insured retention or decrease our aggregate coverage limits when our policies are renewed or replaced. Our operating results and financial condition may be adversely affected if these expenses increase, we experience a claim in excess of our coverage limits, we experience a claim for which we do not have coverage, or we have to increase our reserves.

Insuring risk through our wholly-owned captive insurance companies could adversely impact our operations.

We insure a significant portion of our risk through our wholly-owned captive insurance companies, Mohave Transportation Insurance Company, or Mohave, and Red Rock Risk Retention Group, Inc., or Red Rock. In addition to insuring portions of our own risk, Mohave insures certain owner-operators in exchange for an insurance premium paid by the owner-operator to Mohave. The insurance and reinsurance markets are

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subject to market pressures. Our captive insurance companies’ abilities or needs to access the reinsurance markets may involve the retention of additional risk, which could expose us to volatility in claims expenses. Additionally, an increase in the number or severity of claims for which we insure could adversely impact our results of operations.

To comply with certain state insurance regulatory requirements, cash and cash equivalents must be paid to Red Rock and Mohave as capital investments and insurance premiums to be restricted as collateral for anticipated losses. Such restricted cash is used for payment of insured claims. In the future, we may continue to insure our automobile liability risk through our captive insurance subsidiaries, which will cause the required amount of our restricted cash, as recorded on our balance sheet, or other collateral, such as letters of credit, to rise. Significant future increases in the amount of collateral required by third-party insurance carriers and regulators would reduce our liquidity and could adversely affect our results of operations and capital resources.

Our wholly-owned captive insurance companies are subject to substantial government regulation.

State authorities regulate our insurance subsidiaries in the states in which they do business. These regulations generally provide protection to policy holders rather than stockholders. The nature and extent of these regulations typically involve items such as: approval of premium rates for insurance, standards of solvency and minimum amounts of statutory capital surplus that must be maintained, limitations on types and amounts of investments, regulation of dividend payments and other transactions between affiliates, regulation of reinsurance, regulation of underwriting and marketing practices, approval of policy forms, methods of accounting, and filing of annual and other reports with respect to financial condition and other matters. These regulations may increase our costs of regulatory compliance, limit our ability to change premiums, restrict our ability to access cash held in our captive insurance companies, and otherwise impede our ability to take actions we deem advisable.

We are subject to certain risks arising from doing business in Mexico.

We have a growing operation in Mexico, including through our wholly-owned subsidiary, Trans-Mex. As a result, we are subject to risks of doing business internationally, including fluctuations in foreign currencies, changes in the economic strength of Mexico, difficulties in enforcing contractual obligations and intellectual property rights, burdens of complying with a wide variety of international and U.S. export and import laws, and social, political, and economic instability. In addition, if we are unable to maintain our C-TPAT status, we may have significant border delays, which could cause our Mexican operations to be less efficient than those of competitor truckload carriers also operating in Mexico that obtain or continue to maintain C-TPAT status. We also face additional risks associated with our foreign operations, including restrictive trade policies and imposition of duties, taxes, or government royalties imposed by the Mexican government, to the extent not preempted by the terms of North American Free Trade Agreement. Factors that substantially affect the operations of our business in Mexico may have a material adverse effect on our overall operating results.

Our use of owner-operators to provide a portion of our tractor fleet exposes us to different risks than our competitors who employ a larger percentage of company drivers.

We provide financing to certain of our owner-operators purchasing tractors from us. If we are unable to provide such financing in the future, due to liquidity constraints or other restrictions, we may experience a decrease in the number of owner-operators available to us. Further, if owner-operators operating the tractors we finance default under or otherwise terminate the financing arrangement and we are unable to find a replacement owner-operator, we may incur losses on amounts owed to us with respect to the tractor in addition to any losses we may incur as a result of idling the tractor.

During times of increased economic activity, we face heightened competition for owner-operators from other carriers. To the extent our turnover increases, if we cannot attract sufficient owner-operators, or it becomes economically difficult for owner-operators to survive, we may not achieve our goal of increasing the percentage of our fleet provided by owner-operators.

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Pursuant to our owner-operator fuel reimbursement program, we absorb all increases in fuel costs above a certain level to protect our owner-operators from additional increases in fuel prices with respect to certain of our owner-operators. A significant increase or rapid fluctuation in fuel prices could significantly increase our purchased transportation costs due to reimbursement rates under our fuel reimbursement program becoming higher than the benefits to us under our fuel surcharge programs with our customers.

Our lease contracts with our owner-operators are governed by the federal leasing regulations, which impose specific requirements on us and our owner-operators. In the past, we have been the subject of lawsuits, alleging the violation of leasing obligations or failure to follow the contractual terms. It is possible that we could be subjected to similar lawsuits in the future, which could result in liability.

If our owner-operators are deemed by regulators or judicial process to be employees, our business and results of operations could be adversely affected.

Tax and other regulatory authorities have in the past sought to assert that owner-operators in the trucking industry are employees rather than independent contractors. Proposed federal legislation would make it easier to reclassify owner-operators as employees. Some states have put initiatives in place to increase their revenues from items such as unemployment, workers’ compensation, and income taxes, and a reclassification of owner-operators as employees would help states with this initiative. Further, class actions and other lawsuits have been filed against us and others in our industry seeking to reclassify owner-operators as employees for a variety of purposes, including workers’ compensation and health care coverage. Taxing and other regulatory authorities and courts apply a variety of standards in their determination of independent contractor status. If our owner-operators are determined to be our employees, we would incur additional exposure under federal and state tax, workers’ compensation, unemployment benefits, labor, employment, and tort laws, including for prior periods, as well as potential liability for employee benefits and tax withholdings.

We are dependent on certain personnel that are of key importance to the management of our business and operations.

Our success depends on the continuing services of our founder, current owner, and Chief Executive Officer, Mr. Moyes. We currently do not have an employment agreement with Mr. Moyes. We believe that Mr. Moyes possesses valuable knowledge about the trucking industry and that his knowledge and relationships with our key customers and vendors would be very difficult to replicate.

In addition, many of our other executive officers are of key importance to the management of our business and operations, including our President, Richard Stocking, and our Chief Financial Officer, Virginia Henkels. We currently do not have employment agreements with any of our management. Our future success depends on our ability to retain our executive officers and other capable managers. Any unplanned turnover or our failure to develop an adequate succession plan for our leadership positions could deplete our institutional knowledge base and erode our competitive advantage. Although we believe we could replace key personnel given adequate prior notice, the unexpected departure of key executive officers could cause substantial disruption to our business and operations. In addition, even if we are able to continue to retain and recruit talented personnel, we may not be able to do so without incurring substantial costs.

We engage in transactions with other businesses controlled by Mr. Moyes, our Chief Executive Officer and current owner, and the interests of Mr. Moyes could conflict with the interests of our other stockholders. In addition, Mr. Moyes may pledge or borrow against a portion of his Class B common stock, which may also cause his interests to conflict with the interests of our other stockholders.

We engage in multiple transactions with related parties, some of which will continue after this offering. These transactions include providing and receiving freight services and facility leases with entities owned by Mr. Moyes and certain members of his family, the provision of air transportation services from an entity owned by Mr. Moyes and certain members of his family, and the acquisition of approximately 100 trailers from an entity owned by Mr. Moyes and certain members of his family in 2009. Because certain entities controlled by Mr. Moyes and certain members of his family operate in the transportation industry, Mr. Moyes’

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ownership may create conflicts of interest or require judgments that are disadvantageous to you in the event we compete for the same freight or other business opportunities. As a result, Mr. Moyes may have interests that conflict with yours. We have adopted a policy relating to prior approval of related party transactions and our amended and restated certificate of incorporation contains provisions that specifically relate to prior approval for transactions with Mr. Moyes, the Moyes Affiliates, and any Moyes affiliated entities. However, we cannot assure you that the policy or these provisions will be successful in eliminating conflicts of interests. See “Certain Relationships and Related Party Transactions” and “Description of Capital Stock — Affiliate Transactions.”

Our amended and restated certificate of incorporation also provides that in the event that any of our officers or directors is also an officer or director or employee of an entity owned by or affiliated with Mr. Moyes or any of the Moyes Affiliates and acquires knowledge of a potential transaction or other corporate opportunity not involving the truck transportation industry or involving refrigerated transportation or less-than-truckload transportation, then, subject to certain exceptions, we shall not be entitled to such transaction or corporate opportunity and you should have no expectancy that such transaction or corporate opportunity will be available to us. See “Certain Relationships and Related Party Transactions” and “Description of Capital Stock — Corporate Opportunity.”

In the past, in order to fund the operations of or otherwise provide financing for some of Mr. Moyes’ other businesses, Mr. Moyes pledged substantially all of his ownership interest in our predecessor company and it is possible that the needs of these businesses in the future may cause him to sell or pledge shares of our Class B common stock. Such sales or pledges, or the perception that they may occur, may have an adverse effect on the price of our Class A common stock and may create conflicts of interests for Mr. Moyes. Although our board of directors has limited the right of employees or directors to pledge more than 20% of their family holdings to secure margin loans pursuant to our securities trading policy, we cannot assure you that the current board policy will not be changed under circumstances deemed by the board to be appropriate.

Mr. Moyes, our Chief Executive Officer, has substantial ownership interests in several other businesses, which may expose Mr. Moyes and us to significant lawsuits or liabilities.

Mr. Moyes is the principal owner of, and serves as chairman of the board of directors of Central Refrigerated Services, Inc., a temperature controlled truckload carrier, Central Freight Lines, Inc., an LTL carrier, SME Industries, Inc., a steel erection and fabrication company, Southwest Premier Properties, a real estate management company, and other business endeavors and investments in a variety of industries. Although Mr. Moyes devotes the substantial majority of his time to his role as Chief Executive Officer of Swift Corporation, the breadth of Mr. Moyes’ other interests may place competing demands on his time and attention. In addition, in one instance of litigation arising from another business owned by Mr. Moyes, Swift was named as a defendant even though Swift was not a party to the transactions that were the subject of the litigation. It is possible that litigation relating to other businesses owned by Mr. Moyes in the future may result in Swift being named as a defendant and, even if such claims are without merit, that we will be required to incur the expense of defending such matters.

We depend on third parties, particularly in our intermodal and brokerage businesses, and service instability from these providers could increase our operating costs and reduce our ability to offer intermodal and brokerage services, which could adversely affect our revenue, results of operations, and customer relationships.

Our intermodal business utilizes railroads and some third-party drayage carriers to transport freight for our customers. In most markets, rail service is limited to a few railroads or even a single railroad. Any reduction in service by the railroads with which we have or in the future may have relationships is likely to increase the cost of the rail-based services we provide and reduce the reliability, timeliness, and overall attractiveness of our rail-based services. Furthermore, railroads increase shipping rates as market conditions permit. Price increases could result in higher costs to our customers and reduce or eliminate our ability to offer intermodal services. In addition, we may not be able to negotiate additional contracts with railroads to

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expand our capacity, add additional routes, or obtain multiple providers, which could limit our ability to provide this service.

Our brokerage business is dependent upon the services of third-party capacity providers, including other truckload carriers. These third-party providers seek other freight opportunities and may require increased compensation in times of improved freight demand or tight trucking capacity. Our inability to secure the services of these third parties, or increases in the prices we must pay to secure such services, could have an adverse effect on our operations and profitability.

We are dependent on computer and communications systems, and a systems failure could cause a significant disruption to our business.

Our business depends on the efficient and uninterrupted operation of our computer and communications hardware systems and infrastructure. We currently maintain our computer system at our Phoenix, Arizona headquarters, along with computer equipment at each of our terminals. Our operations and those of our technology and communications service providers are vulnerable to interruption by fire, earthquake, power loss, telecommunications failure, terrorist attacks, Internet failures, computer viruses, and other events beyond our control. Although we attempt to reduce the risk of disruption to our business operations should a disaster occur through redundant computer systems and networks and backup systems from an alternative location in Phoenix, this alternative location is subject to some of the same interruptions as may affect our Phoenix headquarters. In the event of a significant system failure, our business could experience significant disruption, which could impact our results of operations.

Efforts by labor unions could divert management attention and have a material adverse effect on our operating results.

Although our only collective bargaining agreement exists at our Mexican subsidiary, Trans-Mex, we always face the risk that our employees could attempt to organize a union. To the extent our owner-operators were re-classified as employees, the magnitude of this risk would increase. Congress or one or more states could approve legislation significantly affecting our businesses and our relationship with our employees, such as the proposed federal legislation referred to as the Employee Free Choice Act, which would substantially liberalize the procedures for union organization. Any attempt to organize by our employees could result in increased legal and other associated costs. In addition, if we entered into a collective bargaining agreement, the terms could negatively affect our costs, efficiency, and ability to generate acceptable returns on the affected operations.

We may not be able to execute or integrate future acquisitions successfully, which could cause our business and future prospects to suffer.

Historically, a key component of our growth strategy has been to pursue acquisitions of complementary businesses. Although we currently do not have any acquisition plans, we expect to consider acquisitions from time to time in the future. If we succeed in consummating future acquisitions, our business, financial condition, and results of operations, or your investment in our Class A common stock, may be negatively affected because:

•  some of the acquired businesses may not achieve anticipated revenue, earnings, or cash flows;

•  we may assume liabilities that were not disclosed to us or otherwise exceed our estimates;

•  we may be unable to integrate acquired businesses successfully and realize anticipated economic, operational, and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical, or financial problems;

•  acquisitions could disrupt our ongoing business, distract our management, and divert our resources;

•  we may experience difficulties operating in markets in which we have had no or only limited direct experience;

•  there is a potential for loss of customers, employees, and drivers of any acquired company;

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•  we may incur additional indebtedness; and

•  if we issue additional shares of stock in connection with any acquisitions, your ownership would be diluted.

Seasonality and the impact of weather and other catastrophic events affect our operations and profitability.

Our tractor productivity decreases during the winter season because inclement weather impedes operations and some shippers reduce their shipments after the winter holiday season. At the same time, operating expenses increase and fuel efficiency declines because of engine idling and harsh weather creating higher accident frequency, increased claims, and higher equipment repair expenditures. We also may suffer from weather-related or other events such as tornadoes, hurricanes, blizzards, ice storms, floods, fires, earthquakes, and explosions. These events may disrupt fuel supplies, increase fuel costs, disrupt freight shipments or routes, affect regional economies, destroy our assets, or adversely affect the business or financial condition of our customers, any of which could harm our results or make our results more volatile.

Our total assets include goodwill and other indefinite-lived intangibles. If we determine that these items have become impaired in the future, net income could be materially and adversely affected.

As of March 31, 2010, we have recorded goodwill of $253.3 million and certain indefinite-lived intangible assets of $181.0 million primarily as a result of the 2007 Transactions. Goodwill represents the excess of cost over the fair market value of net assets acquired in business combinations. In accordance with Financial Accounting Standards Board Accounting Standards Codification, Topic 350, “Intangibles — Goodwill and Other,” or Topic 350, we test goodwill and indefinite-lived intangible assets for potential impairment annually and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Any excess in carrying value over the estimated fair value is charged to our results of operations. Our evaluation in 2009 produced no indication of impairment of our goodwill or indefinite-lived intangible assets. Based on the results of our evaluation in 2008, we recorded a non-cash impairment charge of $17.0 million related to the decline in fair value of our Mexico freight transportation reporting unit resulting from the deterioration in truckload industry conditions as compared with the estimates and assumptions used in our original valuation projections used at the time of the partial acquisition of Swift Transportation in 2007. Based on the results of our evaluation in the fourth quarter of 2007, we recorded a non-cash impairment charge of $238.0 million related to the decline in fair value of our U.S. freight transportation reporting unit resulting from the deterioration in truckload industry conditions as compared with the estimates and assumptions used in our original valuation projections used at the time of the partial acquisition of Swift Transportation. We may never realize the full value of our intangible assets. Any future determination requiring the write-off of a significant portion of intangible assets would have an adverse effect on our financial condition and results of operations.

As a public company, we will be required to meet periodic reporting requirements under the Securities and Exchange Commission, or the SEC, rules and regulations. Complying with federal securities laws as a public company is expensive, and we will incur significant time and expense enhancing, documenting, testing, and certifying our internal control over financial reporting. Any deficiencies in our financial reporting or internal controls could adversely affect our business and the trading price of our Class A common stock.

As a publicly traded company following completion of this offering, we will be required to file periodic reports containing our financial statements with the SEC within a specified time following the completion of quarterly and annual periods. Since our going-private transaction in 2007, we have not been required to comply with SEC requirements for large accelerated filers to have our financial statements completed and reviewed or audited within a shortened specified time, although we have been preparing such documents as part of our disclosure obligations to purchasers of our senior secured notes. We may experience difficulty in meeting the SEC’s reporting requirements. Any failure by us to file our periodic reports with the SEC in a timely manner could harm our reputation and reduce the trading price of our Class A common stock.

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As a public company, we will incur significant legal, accounting, insurance, and other expenses. Compliance with other rules of the SEC and the rules of the stock exchange on which the Class A common stock is listed will increase our legal and financial compliance costs and make some activities more time-consuming and costly. Furthermore, once we become a public company, SEC rules require that our Chief Executive Officer and Chief Financial Officer periodically certify the existence and effectiveness of our internal controls over financial reporting. Our independent registered public accounting firm will be required, beginning with our Annual Report on Form 10-K for our fiscal year ending on December 31, 2011, to attest to our assessment of our internal controls over financial reporting. This process will require significant documentation of policies, procedures, and systems, review of that documentation by our internal accounting staff and our outside auditors, and testing of our internal controls over financial reporting by our internal accounting staff and our outside independent registered public accounting firm. This process will involve considerable time and expense, may strain our internal resources, and have an adverse impact on our operating costs. We may experience higher than anticipated operating expenses and outside auditor fees during the implementation of these changes and thereafter.

During the course of our testing, we may identify deficiencies that would have to be remediated to satisfy the SEC rules for certification of our internal controls over financial reporting. As a consequence, we may have to disclose in periodic reports we file with the SEC material weaknesses in our system of internal controls. The existence of a material weakness would preclude management from concluding that our internal controls over financial reporting are effective and would preclude our independent auditors from issuing an unqualified opinion that our internal controls over financial reporting are effective. In addition, disclosures of this type in our SEC reports could cause investors to lose confidence in our financial reporting and may negatively affect the trading price of our Class A common stock. Moreover, effective internal controls are necessary to produce reliable financial reports and to prevent fraud. If we have deficiencies in our disclosure controls and procedures or internal controls over financial reporting, it may negatively impact our business, results of operations, and reputation.

We are subject to certain non-competition and non-solicitation restrictions in our non-asset based logistics business that could impair our growth opportunities in that operation.

In December 2009, we disposed of our note receivable and ownership interest in Transplace, Inc., or Transplace, a third-party logistics provider, for approximately $4 million. As part of the sale, we agreed not to solicit approximately thirty then-existing Transplace customers for certain single-source third-party logistics services or solicit business from any parties where a majority of the revenue expected from the business is from transportation management personnel and systems transaction fees, subject to certain exceptions. The term of the non-competition clause runs until December 2011 or, with respect to Transplace’s then-existing customers, until the earlier of December 2011 or until Transplace’s contract with the customer expires. Further, we agreed not to purchase or license transportation management software for the purpose of competing with Transplace until December 2011, subject to certain exceptions. There also were mutual non-solicitation protections given with respect to Transplace and our employees as part of the transaction. The terms of these non-competition and non-solicitation restrictions vary, with the longest extending until December 2011. These restrictions could limit the growth opportunities of our non-asset based logistics operations.

Risks Related to this Offering

Our Class A common stock has no prior public market and could trade at prices below the initial public offering price.

There has not been a public trading market for shares of our Class A common stock prior to this offering. An active trading market may not develop or be sustained after this offering. The initial public offering price for our Class A common stock sold in this offering will be determined by negotiations among us and representatives of the underwriters. This price may not be indicative of the price at which our Class A common stock will trade after this offering, and our Class A common stock could trade below the initial public offering price.

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Our stock price may be volatile, and you may be unable to sell your shares at or above the initial public offering price.

The market price of our Class A common stock could be subject to wide fluctuations in response to, among other things, the factors described in this “Risk Factors” section or otherwise, and other factors beyond our control, such as fluctuations in the valuations of companies perceived by investors to be comparable to us.

Furthermore, the stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market fluctuations, as well as general economic, systemic, political, and market conditions, such as recessions, interest rate changes, or international currency fluctuations, may negatively affect the market price of our Class A common stock.

In the past, many companies that have experienced volatility in the market price of their stock have become subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could harm our business.

In addition, we expect that the trading price for our Class A common stock will be affected by research or reports that industry or financial analysts publish about us or our business.

Our stock price could decline due to the large number of outstanding shares of our common stock eligible for future sale.

Sales of substantial amounts of our common stock in the public market following this offering, or the perception that these sales could occur, could cause the market price of our Class A common stock to decline. These sales also could make it more difficult for us to sell equity or equity related securities in the future at a time and price that we deem appropriate.

Upon completion of this offering, we will have           outstanding shares of Class A common stock, assuming no exercise of the underwriters’ over-allotment option and no exercise of options outstanding as of the date of this prospectus and 75,145,892 outstanding shares of Class B common stock, which are convertible into an equal number of Class A common stock. Of the outstanding shares, all of the shares sold in this offering, plus any additional shares sold upon exercise of the underwriters’ over-allotment option, will be freely tradable, except that any shares purchased by “affiliates” (as that term is defined in Rule 144 under the Securities Act), only may be sold in compliance with the limitations described in the section entitled “Shares Eligible For Future Sale — Rule 144.” Taking into consideration the effect of the lock-up agreements described below and the provisions of Rule 144 and Rule 701 under the Securities Act, the remaining shares of our common stock will be available for sale in the public market as follows:

•             shares will be eligible for sale on the date of this prospectus; and

•             shares will be eligible for sale upon the expiration of the lock-up agreements described below.

We, our directors, executive officers, and the Moyes Affiliates have entered into lock-up agreements in connection with this offering. The lock-up agreements expire 180 days after the date of this prospectus, subject to extension upon the occurrence of specified events. Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC may in their sole discretion and at any time without notice, release all or any portion of the securities subject to lock-up agreements.

All of our outstanding common stock is currently held by Mr. Moyes and the Moyes Affiliates on an aggregate basis. If such holders cause a large number of securities to be sold in the public market, the sales could reduce the trading price of our Class A common stock. These sales also could impede our ability to raise future capital. Upon completion of this offering, Mr. Moyes and the Moyes Affiliates will be entitled to rights with respect to the registration of such shares under the Securities Act. See the information under the

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heading “Shares Eligible For Future Sale” for a more detailed description of the shares that will be available for future sales upon completion of this offering.

In addition, upon the closing of this offering, we will have an aggregate of up to 10,000,000 shares of Class A common stock reserved for future issuances under our equity incentive plan. Immediately following this offering, we intend to file a registration statement registering under the Securities Act with respect to the shares of Class A common stock reserved for issuance in respect of incentive awards to our officers and certain of our employees. Issuances of Class A common stock to our directors, executive officers, and employees pursuant to the exercise of stock options under our employee benefits arrangements will dilute your interest in us.

Because our estimated initial public offering price is substantially higher than the adjusted net tangible book value per share of our outstanding common stock following this offering, new investors will incur immediate and substantial dilution.

The assumed initial public offering price of $     , which is the midpoint of the price range set forth on the cover page of this prospectus, is substantially higher than the adjusted net tangible book value per share of our common stock based on the total value of our tangible assets less our total liabilities divided by our shares of common stock outstanding immediately following this offering. Therefore, if you purchase Class A common stock in this offering, you will experience immediate and substantial dilution of approximately $      per share, the difference between the price you pay for our Class A common stock and its adjusted net tangible book value after completion of the offering. To the extent outstanding options and warrants to purchase our capital stock are exercised, there will be further dilution.

We currently do not intend to pay dividends on our Class A common stock or Class B common stock.

We currently do not anticipate paying cash dividends on our Class A common stock or Class B common stock. We anticipate that we will retain all of our future earnings, if any, for use in the development and expansion of our business and for general corporate purposes. Any determination to pay dividends and other distributions in cash, stock, or property by Swift in the future will be at the discretion of our board of directors and will be dependent on then-existing conditions, including our financial condition and results of operations, contractual restrictions, including restrictive covenants contained in a new post-offering senior secured credit facility and the indentures governing our outstanding senior secured notes, capital requirements, and other factors.

Risks Related to Our Capital Structure

We have significant ongoing capital requirements that could harm our financial condition, results of operations, and cash flows if we are unable to generate sufficient cash from operations, or obtain financing on favorable terms.

The truckload industry is capital intensive. Historically, we have depended on cash from operations, borrowings from banks and finance companies, issuance of notes, and leases to expand the size of our terminal network and revenue equipment fleet and to upgrade our revenue equipment. We expect that capital expenditures to replace and upgrade our revenue equipment will increase from their low levels in 2009 to maintain or lower our current average company tractor age, to upgrade our trailer fleet that has increased in age over our historical average age, and as justified by increased freight volumes, to expand our company tractor fleet, tractors we lease to owner-operators, and our intermodal containers. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

There continues to be concern over the stability of the credit markets. If the credit markets weaken, our business, financial results, and results of operations could be materially and adversely affected, especially if consumer confidence declines and domestic spending decreases. If the credit markets erode, we may not be able to access our current sources of credit and our lenders may not have the capital to fund those sources. We may need to incur additional indebtedness or issue debt or equity securities in the future to refinance existing

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debt, fund working capital requirements, make investments, or for general corporate purposes. As a result of contractions in the credit market, as well as other economic trends in the credit market, we may not be able to secure financing for future activities on satisfactory terms, or at all.

If we are unable to generate sufficient cash from operations, obtain sufficient financing on favorable terms in the future, or maintain compliance with financial and other covenants in our financing agreements in the future, we may face liquidity constraints or be forced to enter into less favorable financing arrangements or operate our revenue equipment for longer periods of time, any of which could reduce our profitability. Additionally, such events could impact our ability to provide services to our customers and may materially and adversely affect our business, financial results, current operations, results of operations, and potential investments.

Our substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, and prevent us from meeting our obligations under our new senior secured credit facility and our senior secured notes.

As of March 31, 2010, on a pro forma basis after giving effect to the offering and use of proceeds, our total indebtedness outstanding would have been approximately $           and our total stockholders’ equity would have been $          . Our high degree of leverage could have important consequences, including:

•  increasing our vulnerability to adverse economic, industry, or competitive developments;

•  requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures, and future business opportunities;

•  exposing us to the risk of increased interest rates because certain of our borrowings, including borrowings under our new senior secured credit facility, are at variable rates of interest;

•  making it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under the agreements governing such indebtedness, including our new senior secured credit facility and the indentures governing our senior secured notes;

•  restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;

•  limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions, and general corporate or other purposes; and

•  limiting our flexibility in planning for, or reacting to, changes in our business, market conditions, or in the economy, and placing us at a competitive disadvantage compared with our competitors who are less highly leveraged and who, therefore, may be able to take advantage of opportunities that our leverage prevents us from exploiting.

Our Chief Executive Officer and the Moyes Affiliates control a large portion of our stock and have substantial control over us, which could limit other stockholders’ ability to influence the outcome of key transactions, including changes of control.

Following this offering, our Chief Executive Officer, Mr. Moyes, and the Moyes Affiliates will beneficially own approximately      % of our outstanding common stock including 100% of our Class B common stock. On all matters with respect to which our stockholders have a right to vote, including the election of directors, the holders of our Class A common stock are entitled to one vote per share, and the holders of our Class B common stock are entitled to two votes per share. All outstanding shares of Class B common stock are owned by Mr. Moyes and the Moyes Affiliates and are convertible to Class A common stock on a one-for-one basis at the election of the holders thereof or automatically upon transfer to someone other than a Permitted Holder, as defined in the section entitled “Certain Relationships and Related Party Transactions.” Giving effect to the completion of this offering, this voting structure will give Mr. Moyes and

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the Moyes Affiliates approximately      % of the voting power of all of our outstanding stock. Furthermore, due to our dual class structure, Mr. Moyes and the Moyes Affiliates will continue to be able to control all matters submitted to our stockholders for approval even if they come to own less than 50% of the total outstanding shares of our common stock. This significant concentration of share ownership may adversely affect the trading price for our Class A common stock because investors may perceive disadvantages in owning stock in companies with controlling stockholders. Also, these stockholders will be able to exert significant influence over our management and affairs and matters requiring stockholder approval, including the election of directors and the approval of significant corporate transactions, such as mergers, consolidations, or the sale of substantially all of our assets. Consequently, this concentration of ownership may have the effect of delaying or preventing a change of control, including a merger, consolidation, or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even if that change of control would benefit our other stockholders.

Because Mr. Moyes and the Moyes Affiliates will control a majority of the voting power of our common stock, we qualify as a “controlled company” as defined by the exchange on which we intend to list the shares of Class A common stock, and, as such, we may elect not to comply with certain corporate governance requirements of such stock exchange. Following the completion of this offering, we do not intend to utilize these exemptions, but may choose to do so in the future.

The concentration of ownership of our capital stock with insiders upon the completion of this offering will limit your ability to influence corporate matters.

In addition to the significant ownership by Mr. Moyes and the Moyes Affiliates, we anticipate that our executive officers and directors together will beneficially own approximately      % of our Class A common stock outstanding after this offering. This significant concentration of share ownership may adversely affect the trading price for our Class A common stock because investors may perceive disadvantages in owning stock in companies with controlling stockholders. Also, these stockholders, acting together, will be able to exert significant influence over our management and affairs and matters requiring stockholder approval, including the election of directors and the approval of significant corporate transactions, such as mergers, consolidations, or the sale of substantially all of our assets. Consequently, this concentration of ownership may have the effect of delaying or preventing a change of control, including a merger, consolidation, or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even if that change of control would benefit our other stockholders.

Our debt agreements contain restrictions that limit our flexibility in operating our business.

Our new senior secured credit facility and the indentures governing our outstanding senior secured notes contain various covenants that limit our ability to engage in specified types of transactions, which limit our and our subsidiaries’ ability to, among other things:

•  incur additional indebtedness or issue certain preferred shares;

•  pay dividends on, repurchase, or make distributions in respect of our capital stock or make other restricted payments;

•  make certain investments;

•  sell certain assets;

•  create liens;

•  enter into sale and leaseback transactions;

•  make capital expenditures;

•  prepay or defease specified debt;

•  consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets; and

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•  enter into certain transactions with our affiliates.

A breach of any of these covenants could result in a default under one or more of these agreements, including as a result of cross default provisions, and, in the case of our $300.0 million revolving line of credit under our existing senior secured credit facility and our 2008 RSA, permit the lenders to cease making loans to us. Upon the occurrence of an event of default under our new senior secured credit facility, the lenders could elect to declare all amounts outstanding thereunder to be immediately due and payable and terminate all commitments to extend further credit. Such actions by those lenders could cause cross defaults under our other indebtedness. If we were unable to repay those amounts, the lenders under our new senior secured credit facility could proceed against the collateral granted to them to secure that indebtedness. If the lenders under our new senior secured credit facility were to accelerate the repayment of borrowings, we might not have sufficient assets to repay all amounts borrowed thereunder as well as our senior secured notes. In addition, our 2008 RSA includes certain restrictive covenants and cross default provisions with respect to our new senior secured credit facility and indentures governing our senior secured notes. Failure to comply with these covenants and provisions may jeopardize our ability to continue to sell receivables under the facility and could negatively impact our liquidity.

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Special Note Regarding Forward-Looking Statements

This prospectus contains “forward-looking statements” within the meaning of the federal securities laws that involve risks and uncertainties. Forward-looking statements include statements we make concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, and other information that is not historical information and, in particular, appear under the headings entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” and “Executive Compensation — Compensation Discussion and Analysis.” When used in this prospectus, the words “estimates,” “expects,” “anticipates,” “projects,” “forecasts,” “plans,” “intends,” “believes,” “foresees,” “seeks,” “likely,” “may,” “will,” “should,” “goal,” “target,” and variations of these words or similar expressions (or the negative versions of any such words) are intended to identify forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. Accordingly, investors should not place undue reliance on our forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are based upon information available to us on the date of this prospectus. We undertake no obligation to publicly update or revise forward-looking statements to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events, except as required by law.

Important factors that could cause actual results to differ materially from our expectations (“cautionary statements”) are disclosed under “Risk Factors” and elsewhere in this prospectus. All forward-looking statements in this prospectus and subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. The factors that we believe could affect our results include, but are not limited to:

•  any future recessionary economic cycles and downturns in customers’ business cycles, particularly in market segments and industries in which we have a significant concentration of customers;

•  increasing competition from trucking, rail, intermodal, and brokerage competitors;

•  a significant reduction in, or termination of, our trucking services by a key customer;

•  our ability to sustain cost savings realized as part of our recent cost reduction initiatives;

•  our ability to achieve our strategy of growing our revenue;

•  volatility in the price or availability of fuel;

•  increases in new equipment prices or replacement costs;

•  the regulatory environment in which we operate, including existing regulations and changes in existing regulations, or violations by us of existing or future regulations;

•  the costs of environmental compliance and/or the imposition of liabilities under environmental laws and regulations;

•  difficulties in driver recruitment and retention;

•  increases in driver compensation to the extent not offset by increases in freight rates;

•  potential volatility or decrease in the amount of earnings as a result of our claims exposure through our wholly-owned captive insurance companies;

•  uncertainties associated with our operations in Mexico;

•  our ability to attract and maintain relationships with owner-operators;

•  our ability to retain or replace key personnel;

•  conflicts of interest or potential litigation that may arise from other businesses owned by Mr. Moyes;

•  potential failure in computer or communications systems;

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•  our labor relations;

•  our ability to execute or integrate any future acquisitions successfully;

•  seasonal factors such as harsh weather conditions that increase operating costs; and

•  our ability to service our outstanding indebtedness, including compliance with our indebtedness covenants, and the impact such indebtedness may have on the way we operate our business.

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Reorganization

On May 20, 2010, in contemplation of our initial public offering, Swift Corporation formed Swift Holdings Corp., a Delaware corporation. Swift Holdings Corp. has not engaged in any business or other activities except in connection with its formation and this offering and holds no assets and has no subsidiaries.

Prior to the consummation of this offering, the stockholder loan agreement entered into on May 10, 2007, as subsequently amended, between us and Mr. Moyes and the Moyes Affiliates, all of which are stockholders of Swift Corporation, will be cancelled or retired. As of March 31, 2010, the balance of such stockholder loan was $240.0 million. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview — Stockholder Loan” for further details of the stockholder loan. Subsequent to the cancellation or retirement of the stockholder loan and immediately prior to the consummation of this offering, Swift Corporation will merge with and into Swift Holdings Corp., the registrant, with Swift Holdings Corp. surviving as a Delaware corporation. In the merger, all of the outstanding common stock of Swift Corporation will be converted into shares of Swift Holdings Corp. Class B common stock on a one-for-one basis and all outstanding options to purchase common stock of Swift Corporation will be converted into options to purchase Class A common stock of Swift Holdings Corp. See “Description of Capital Stock.”

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Use of Proceeds

We estimate that the net proceeds from our sale of shares of Class A common stock in this offering at an assumed initial public offering price of $      per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $      million, or $      million if the underwriters’ option to purchase additional shares is exercised in full. A $1.00 increase or decrease in the assumed initial public offering price of $      per share would increase or decrease, as applicable, the net proceeds to us from this offering by approximately $      million, assuming the number of shares offered by us remains the same as set forth on the cover page of this prospectus and after deducting the estimated underwriting discounts and commissions and estimated offering expenses that we must pay.

We intend to use approximately $      million of the net proceeds from this offering to repay a portion of our existing senior secured credit facility. The balance of the existing senior secured credit facility will be refinanced by borrowings under our new senior secured credit facility, which we will enter into in connection with this offering. See “Prospectus Summary — Concurrent Transactions.” The remaining net proceeds will be used for general corporate purposes.

Our existing senior secured credit facility consists of a first lien term loan with an original aggregate principal amount of $1.72 billion due May 2014, a $300.0 million revolving line of credit due May 2012, and a $150.0 million synthetic letter of credit facility due May 2014. As of March 31, 2010, there was $1.51 billion outstanding under the first lien term loan. In April 2010, we made an $18.7 million payment on the first lien term loan out of excess cash flows for the prior fiscal year, as defined in our existing senior secured credit facility. For periods commencing on March 31, 2010, interest on our existing senior secured credit facility accrues at a rate equal to 8.25% per annum.

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Dividend Policy

We anticipate that we will retain all of our future earnings, if any, for use in the development and expansion of our business and for general corporate purposes. Any determination to pay dividends and other distributions in cash, stock, or property by Swift in the future will be at the discretion of our board of directors and will be dependent on then-existing conditions, including our financial condition and results of operations, contractual restrictions, including restrictive covenants contained in a new post-offering senior secured credit facility and the indentures governing our outstanding senior secured notes, capital requirements, and other factors.

During the period we were taxed as a subchapter S corporation, we paid dividends to our stockholders in amounts equal to the actual amount of interest due and payable under the stockholder loan. Distributions to our stockholders totaled $16.4 million, $33.8 million, and $29.7 million in 2009, 2008, and 2007, respectively. See “Certain Relationships and Related Party Transactions.”

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Capitalization

The following table sets forth our consolidated cash and cash equivalents and total capitalization as of March 31, 2010 on:

•  an actual basis, without giving effect to the consummation of the merger and recapitalization as described under “Reorganization”; and

•  an as adjusted basis to reflect:

•  the consummation of the merger and recapitalization;

•  the sale by us of          shares of Class A common stock in this offering at an assumed initial public offering price of $      per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us;

•  the application of net proceeds from this offering as described under “Use of Proceeds,” as if the offering and the application of net proceeds of this offering had occurred on March 31, 2010;

•  the cancellation of the stockholder loan; and

•  the refinancing of our existing senior secured credit facility.

The information below is illustrative only and our capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table together with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes appearing elsewhere in this prospectus.

	As of March 31, 2010
	Actual		As Adjusted(1)
	(In thousands, except share and per share data)
Cash and cash equivalents(2)	$	87,327	$
Total long-term debt and obligations under capital leases:
Existing senior secured credit facility(3)	$	1,507,100	$
New senior secured credit facility		—
Obligation relating to securitization of accounts receivable		150,000
Senior secured floating rate notes		203,600
Senior secured fixed rate notes		505,648
Other existing long-term debt and obligations under capital leases		165,833
Total debt		2,532,181
Stockholders’ equity:
Preferred stock, $0.001 par value; 1,000,000 shares authorized, none issued or outstanding, actual; and           shares authorized, no shares issued or outstanding, as adjusted		—
Pre-reorganization common stock, $0.001 par value; 200,000,000 shares authorized, 75,145,892 shares issued and outstanding, actual; and none issued and outstanding, as adjusted		75
Class A common stock, $0.001 par value;           shares authorized,          shares issued and outstanding, as adjusted		—
Class B common stock, $0.001 par value;           shares authorized, 75,145,892 shares issued and outstanding, as adjusted		—

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	As of March 31, 2010
	Actual			As Adjusted(1)
	(In thousands, except share and per share data)
Additional paid-in capital		279,136
Accumulated deficit		(812,937	)
Stockholder loans receivable		(241,678	)
Accumulated other comprehensive loss		(43,052	)
Noncontrolling interest		102
Total stockholders’ deficit		(818,354	)
Total capitalization	$	1,713,827		$

(1)	Each $1.00 increase or decrease in the assumed initial public offering price of $      per share would increase or decrease, as applicable, the amount of cash and cash equivalents, additional paid-in capital, total stockholders’ deficit, and total capitalization by approximately $      million, assuming the number of shares offered by us remains the same as set forth on the cover page of this prospectus and after deducting the estimated underwriting discounts and commissions and estimated offering expenses that we must pay.
(2)	Excludes restricted cash of $48.9 million.
(3)	Our existing senior secured credit facility also includes a $300.0 million revolving line of credit due May 2012 and a $150.0 million synthetic letter of credit facility due May 2014. As of March 31, 2010, we had outstanding letters of credit under the revolving line of credit primarily for workers’ compensation and self-insurance liability purposes totaling $64.4 million, and $235.6 million available for borrowings under the revolving line of credit. As of March 31, 2010, the synthetic letter of credit facility was fully utilized.

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Dilution

As of March 31, 2010, we had negative net tangible book value of approximately $1.46 billion, or $19.37 per share of our common stock. Our net tangible book value per share represents our tangible assets less our liabilities, divided by our shares of common stock outstanding as of March 31, 2010.

After giving effect to our sale of           shares of Class A common stock in this offering at the assumed initial public offering price of $      per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of March 31, 2010 would have been $     , or $      per share. This represents an immediate increase in net tangible book value of $      per share to existing stockholders and an immediate dilution of $      per share to new investors.

The following table illustrates this dilution:

Assumed initial public offering price per share				$
Net tangible book value per share as of March 31, 2010	$	(19.37	)
Increase per share attributable to this offering
As adjusted net tangible book value per share after this offering
Net tangible book value dilution per share to new investors in this offering				$

If all our outstanding options had been exercised, the negative net tangible book value as of March 31, 2010 would have been approximately $1.37 billion or $16.47 per share, and the as adjusted net tangible book value after this offering would have been $      million, or $      per share, causing dilution to new investors of $      per share.

A $1.00 increase or decrease in the assumed initial public offering price of $      per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, our as adjusted net tangible book value per share by approximately $     , assuming the number of shares offered by us remains the same as set forth on the cover page of this prospectus and after deducting the estimated underwriting discounts and commissions and estimated offering expenses that we must pay.

If the underwriters’ over-allotment option to purchase additional shares from us is exercised in full, our as adjusted net tangible book value per share after this offering would be $      per share, the increase in pro forma as adjusted net tangible book value per share to existing stockholders would be $      per share, and the dilution to new investors purchasing shares in this offering would be $      per share.

The following table summarizes, on an as adjusted basis as of March 31, 2010, the total number of shares of common stock purchased from us, the total consideration paid to us, and the average price per share of Class B common stock paid to us by existing stockholders and by new investors purchasing shares of Class A common stock in this offering at the assumed initial public offering price of $     , the midpoint of the price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us:

									Average
	Shares Purchased				Total Consideration				Price Per
	Number	Percent			Amount	Percent			Share
Existing stockholders				%	$			%	$
New investors
Total			100	%	$		100	%

A $1.00 increase or decrease in the assumed initial public offering price of $      per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, total consideration paid to us by new investors and total consideration paid to us by all stockholders

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by approximately $      million, assuming the number of shares offered by us remains the same as set forth on the cover page of this prospectus and without deducting the estimated underwriting discounts and commissions and estimated offering expenses that we must pay.

If the underwriters’ over-allotment option to purchase additional shares from us is exercised in full, our existing stockholders would own     % and our new investors would own     % of the total number of shares of our common stock outstanding after this offering.

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Selected Historical Consolidated Financial and Other Data

The table below sets forth our selected consolidated financial and other data for the periods and as of the dates indicated. The selected historical consolidated financial and other data for the years ended December 31, 2009, 2008, and 2007 and the period from January 1, 2007 through May 10, 2007 are derived from our audited consolidated financial statements and those of our predecessor, which financial statements have been audited by KPMG LLP, an independent registered public accounting firm, included elsewhere in this prospectus and include, in the opinion of management, all adjustments that management considers necessary for the presentation of the information outlined in these financial statements. In addition, for comparative purposes, we have included a pro forma (provision) benefit for income taxes assuming we had been taxed as a subchapter C corporation in all periods when our subchapter S corporation election was in effect. The selected historical consolidated financial and other data for the years ended December 31, 2006 and 2005 are derived from the historical financial statements of our predecessor not included in this prospectus.

The selected consolidated financial and other data for the three months ended March 31, 2010 and 2009 are derived from our unaudited condensed consolidated interim financial statements included elsewhere in this prospectus. The results for any interim period are not necessarily indicative of the results that may be expected for a full year. Additionally, our historical results are not necessarily indicative of the results expected for any future period.

Swift Corporation acquired our predecessor on May 10, 2007 in conjunction with the 2007 Transactions. Thus, although our results for the year ended December 31, 2007 present results for a full year period, they only include the results of our predecessor after May 10, 2007. You should read the selected historical consolidated financial and other data together with the consolidated financial statements and related notes appearing elsewhere in this prospectus, as well as “Prospectus Summary — Summary Historical Consolidated Financial and Other Data,” “Capitalization,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	Successor										Predecessor
											January 1,
											2007
	Three Months Ended				Year Ended				Year Ended		Through		Year Ended
(Dollars in thousands,	March 31,				December 31,				December 31,		May 10,		December 31,
except per share data)	2010		2009		2009		2008		2007(1)		2007		2006		2005
	(Unaudited)
Consolidated statement of operations data:
Operating revenue:
Trucking revenue	$	503,507	$	509,320	$	2,062,296	$	2,443,271	$	1,674,835	$	876,042	$	2,585,590	$	2,722,648
Fuel surcharge revenue		88,816		52,986		275,373		719,617		344,946		147,507		462,529		391,942
Other revenue		62,507		52,450		233,684		236,922		160,512		51,174		124,671		82,865
Total operating revenue		654,830		614,756		2,571,353		3,399,810		2,180,293		1,074,723		3,172,790		3,197,455

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	Successor															Predecessor
																January 1,
																2007
	Three Months Ended						Year Ended						Year Ended			Through			Year Ended
(Dollars in thousands,	March 31,						December 31,						December 31,			May 10,			December 31,
except per share data)	2010			2009			2009			2008			2007(1)			2007			2006			2005
	(Unaudited)
Operating expenses:
Salaries, wages, and employee benefits		177,803			189,377			728,784			892,691			611,811			364,690			899,286			1,008,833
Operating supplies and expenses		47,830			56,723			209,945			271,951			187,873			119,833			268,658			286,261
Fuel expense		106,082			85,868			385,513			768,693			474,825			223,579			632,824			610,919
Purchased transportation		175,702			135,753			620,312			741,240			435,421			196,258			586,252			583,380
Rental expense		18,903			20,391			79,833			76,900			51,703			20,089			50,937			57,669
Insurance and claims		20,207			25,481			81,332			141,949			69,699			58,358			153,728			156,525
Depreciation and amortization(2)		65,497			66,956			253,531			275,832			187,043			82,949			222,376			199,777
Impairments(3)		1,274			515			515			24,529			256,305			—			27,595			6,377
(Gain) loss on disposal of property and equipment		(1,448	)		(19	)		(2,244	)		(6,466	)		(397	)		130			(186	)		(942	)
Communication and utilities		6,422			7,091			24,595			29,644			18,625			10,473			28,579			30,920
Operating taxes and licenses		13,365			14,381			57,236			67,911			42,076			24,021			59,010			69,676
Total operating expenses		631,637			602,517			2,439,352			3,284,874			2,334,984			1,100,380			2,929,059			3,009,395
Operating income (loss)		23,193			12,239			132,001			114,936			(154,691	)		(25,657	)		243,731			188,060
Other (income) expenses:
Interest expense(4)		62,596			47,702			200,512			222,177			171,115			9,454			26,870			29,946
Derivative interest expense (income)(5)		23,714			7,549			55,634			18,699			13,233			(177	)		(1,134	)		(3,314	)
Interest income		(220	)		(428	)		(1,814	)		(3,506	)		(6,602	)		(1,364	)		(2,007	)		(1,713	)
Other(4)		(371	)		675			(13,336	)		12,753			(1,933	)		1,429			(1,272	)		(1,209	)
Total other (income) expenses		85,719			55,498			240,996			250,123			175,813			9,342			22,457			23,710
Income (loss) before income taxes		(62,526	)		(43,259	)		(108,995	)		(135,187	)		(330,504	)		(34,999	)		221,274			164,350
Income tax (benefit) expense		(9,525	)		301			326,650			11,368			(234,316	)		(4,577	)		80,219			63,223
Net income (loss)	$	(53,001	)	$	(43,560	)	$	(435,645	)	$	(146,555	)	$	(96,188	)	$	(30,422	)	$	141,055		$	101,127
Basic income (loss) per common share	$	(0.71	)	$	(0.58	)	$	(5.80	)	$	(1.95	)	$	(1.94	)	$	(0.40	)	$	1.89		$	1.39
Diluted income (loss) per common share	$	(0.71	)	$	(0.58	)	$	(5.80	)	$	(1.95	)	$	(1.94	)	$	(0.40	)	$	1.86		$	1.37
Weighted average shares used in computing basic income (loss) per common share (in thousands)		75,146			75,146			75,146			75,146			49,521			75,159			74,584			72,540
Weighted average shares used in computing diluted income (loss) per common share (in thousands)		75,146			75,146			75,146			75,146			49,521			75,159			75,841			73,823
Pro forma C corporation data (unaudited):(6)
Historical loss before income taxes		N/A		$	(43,259	)	$	(108,995	)	$	(135,187	)	$	(330,504	)		N/A			N/A			N/A
Pro forma provision (benefit) for income taxes		N/A			2,259			5,693			(26,573	)		(19,166	)		N/A			N/A			N/A

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	Successor															Predecessor
																January 1,
																2007
	Three Months Ended						Year Ended						Year Ended			Through			Year Ended
(Dollars in thousands,	March 31,						December 31,						December 31,			May 10,			December 31,
except per share data)	2010			2009			2009			2008			2007(1)			2007			2006			2005
	(Unaudited)
Pro forma net loss		N/A		$	(45,518	)	$	(114,688	)	$	(108,614	)	$	(311,338	)		N/A			N/A			N/A
Pro forma loss per share:
Basic		N/A		$	(0.61	)	$	(1.53	)	$	(1.45	)	$	(6.29	)		N/A			N/A			N/A
Diluted		N/A		$	(0.61	)	$	(1.53	)	$	(1.45	)	$	(6.29	)		N/A			N/A			N/A
Consolidated balance sheet data (at end of period):
Cash and cash equivalents (excl. restricted cash)		87,327			56,806			115,862			57,916			78,826			81,134			47,858			13,098
Net property and equipment		1,327,210			1,516,994			1,364,545			1,583,296			1,588,102			1,478,808			1,513,592			1,630,469
Total assets		2,638,739			2,594,965			2,513,874			2,648,507			2,928,632			2,124,293			2,110,648			2,218,530
Debt:
Securitization of accounts receivable(4)		150,000			—			—			—			200,000			160,000			180,000			245,000
Long-term debt and obligations under capital leases (incl. current)(4)		2,382,181			2,515,335			2,466,934			2,494,455			2,427,253			200,000			200,000			365,786
Stockholders’ equity (deficit)		(818,354	)		(498,831	)		(865,781	)		(444,193	)		(297,547	)		1,007,904			1,014,223			870,044
Consolidated statement of cash flows data:
Net cash flows from operating activities		15,107			7,376			115,335			119,740			128,646			85,149			365,430			362,548
Net cash flows used in investing activities		(35,131	)		(6,661	)		(1,127	)		(118,517	)		(1,612,314	)		(43,854	)		(114,203	)		(380,007	)
Net cash flows from (used in) financing activities, net of the effect of exchange rate changes		(8,511	)		(1,825	)		(56,262	)		(22,133	)		1,562,494			(8,019	)		(216,467	)		2,312

(1)	Our audited results of operations include the full year presentation of Swift Corporation as of and for the year ended December 31, 2007. Swift Corporation was formed in 2006 for the purpose of acquiring Swift Transportation, but that acquisition was not completed until May 10, 2007 as part of the 2007 Transactions, and, as such, Swift Corporation had nominal activity from January 1, 2007 through May 10, 2007. The results of Swift Transportation from January 1, 2007 to May 10, 2007 and IEL from January 1, 2007 to April 7, 2007 are not reflected in the audited results of Swift Corporation for the year ended December 31, 2007. These financial results include the impact of the 2007 Transactions.
(2)	During the three months ended March 31, 2010, we recorded $7.4 million of incremental depreciation expense related to our revised estimates regarding salvage value and useful lives for approximately 7,000 dry van trailers that we decided to scrap during the quarter. During the three months ended March 31, 2010 and 2009, we incurred non-cash amortization expense of $5.2 million and $5.7 million, respectively, relating to a step up in basis of certain intangible assets recognized in connection with the 2007 Transactions. For the years ended December 31, 2009, 2008, and 2007, we incurred amortization expense of $22.0 million, $24.2 million, and $16.8 million, respectively, relating to a step up in basis of certain intangible assets recognized in connection with the 2007 Transactions.
(3)	During the three months ended March 31, 2010, revenue equipment with a carrying amount of $3.6 million was written down to its fair value of $2.3 million, resulting in an impairment charge of $1.3 million, which was included in impairments in the consolidated statement of operations for the three months ended March 31, 2010. During the three months ended March 31, 2009, non-operating real estate properties held and used with a carrying amount of $2.1 million were written down to their fair value of $1.6 million, resulting in an impairment charge of $0.5 million. For the year ended December 31, 2008, we incurred $24.5 million in pre-tax impairment charges comprised of a $17.0 million impairment of goodwill relating to our Mexico freight transportation reporting unit, and impairment charges totaling $7.5 million on tractors, trailers, and several non-operating real estate properties and other assets. For the year ended December 31, 2007, we recorded a goodwill impairment of $238.0 million pre-tax related to our U.S. freight transportation reporting unit and trailer impairment of $18.3 million pre-tax. The results for the year ended December 31, 2006 included pre-tax charges of $9.2 million related to the impairment of certain trailers, Mexico real property and equipment, and $18.4 million for the write-off of a note receivable and other outstanding amounts related to our sale of our auto haul business in April 2005. For the year ended December 31, 2005, we incurred a pre-tax impairment charge of $6.4 million related to certain trailers.

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(4)	Effective January 1, 2010, we adopted ASU No. 2009-16 under which we were required to account for our 2008 RSA as a secured borrowing on our balance sheet as opposed to a sale, with our 2008 RSA program fees characterized as interest expense. From March 27, 2008 through December 31, 2009, our 2008 RSA has been accounted for as a true sale in accordance with GAAP. Therefore, as of December 31, 2009 and 2008, such accounts receivable and associated obligation are not reflected in our consolidated balance sheets. For periods prior to March 27, 2008, and again beginning January 1, 2010, accounts receivable and associated obligation are recorded on our balance sheet. Long-term debt excludes securitization amounts outstanding for each period. For the three months ended March 31, 2010, total program fees recorded as interest expense were $1.1 million.
	Prior to the change in GAAP, program fees were recorded under “Other income and expenses” under “Other.” For the three months ended March 31, 2009, total program fees included in “Other” were $1.1 million. For the years ended December 31, 2009 and 2008, program fees from our 2008 RSA totaling $5.0 million and $7.3 million, respectively, were recorded in “Other.”
(5)	Derivative interest expense for the three months ended March 31, 2010 and 2009 is related to our interest rate swaps with notional amounts of $1.14 billion and $1.20 billion, respectively. Derivative interest expense increased during the three months ended March 31, 2010 over the same period in 2009 as a result of the decrease in three month LIBOR, the underlying index for the swaps. Additionally, we de-designated the remaining swaps and discontinued hedge accounting effective October 1, 2009 as a result of the second amendment to our existing senior secured credit facility, after which the entire mark-to-market adjustment was recorded in our statement of operations as opposed to being recorded in equity as a component of other comprehensive income under the prior cash flow hedge accounting treatment. Derivative interest expense for the years ended December 31, 2009, 2008, and 2007 is related to our interest rate swaps with notional amounts of $1.14 billion, $1.22 billion, and $1.34 billion, respectively.
(6)	From May 11, 2007 until October 10, 2009, we had elected to be taxed under the Internal Revenue Code as a subchapter S corporation. A subchapter S corporation passes through essentially all taxable earnings and losses to its stockholders and does not pay federal income taxes at the corporate level. Historical income taxes during this time consist mainly of state income taxes in certain states that do not recognize subchapter S corporations, and an income tax provision or benefit was recorded for certain of our subsidiaries, including our Mexican subsidiaries and our sole domestic captive insurance company at the time, which were not eligible to be treated as qualified subchapter S corporations. In October 2009, we elected to be taxed as a subchapter C corporation. For comparative purposes, we have included a pro forma (provision) benefit for income taxes assuming we had been taxed as a subchapter C corporation in all periods when our subchapter S corporation election was in effect. The pro forma effective tax rate for 2009 of 5.2% differs from the expected federal tax benefit of 35% primarily as a result of income recognized for tax purposes on the partial cancellation of the stockholder loan, which reduced the tax benefit rate by 32.6%. In 2008, the pro forma effective tax rate was reduced by 8.8% for stockholder distributions and 4.4% for non-deductible goodwill impairment charges, which resulted in a 19.7% effective tax rate. In 2007, the pro forma effective tax rate of 5.8% resulted primarily from a non-deductible goodwill impairment charge, which reduced the rate by 25.1%.

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Management’s Discussion and Analysis of Financial Condition
and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read together with “Selected Historical Consolidated Financial and Other Data,” and the consolidated financial statements and the related notes included elsewhere in the prospectus. This discussion contains forward-looking statements as a result of many factors, including those set forth under “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” and elsewhere in this prospectus. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in “Risk Factors.”

Unless we state otherwise or the context otherwise requires, references in this prospectus to “Swift,” “we,” “our,” “us,” and the “Company” for all periods subsequent to the reorganization transactions described in the section entitled “Reorganization” (which will be completed in connection with this offering) refer to Swift Holdings Corp., a newly formed Delaware corporation, and its consolidated subsidiaries after giving effect to such reorganization transactions. For all periods from May 11, 2007 until the completion of such reorganization transactions, these terms refer to Swift Corporation, a Nevada corporation, which also is referred to herein as our “successor,” and its consolidated subsidiaries. For all periods prior to May 11, 2007, these terms refer to Swift Corporation’s predecessor, Swift Transportation Co., Inc., a Nevada corporation that has been converted to a Delaware limited liability company known as Swift Transportation Co., LLC, which also is referred to herein as Swift Transportation or our “predecessor,” and its consolidated subsidiaries. Our discussion of pro forma financial and operating results for 2007 refers to the combination of our predecessor’s results for the period January 1, 2007 through May 10, 2007, and our results for the year ended December 31, 2007.

Overview

Our Business

We are a multi-faceted transportation services company and the largest truckload carrier in North America. At March 31, 2010, we operated approximately 12,500 company-owned tractors, 3,700 owner-operator tractors, 49,400 trailers, and 4,300 intermodal containers from 35 major terminals strategically positioned throughout the United States and Mexico. Our extensive suite of services makes us an attractive choice for a broad array of customers. Our asset-based transportation services include dry van, dedicated, temperature controlled, cross border, and port drayage operations. Our complementary and more rapidly growing “asset-light” services include rail intermodal, freight brokerage, and third-party logistics operations. We use sophisticated technologies and systems that contribute to asset productivity, operating efficiency, customer satisfaction, and safety. We believe our fleet capacity, terminal network, customer service, and breadth of services provide significant advantages over many of our competitors. For the twelve months ended March 31, 2010, we generated operating revenue of approximately $2.6 billion.

We were founded by our Chief Executive Officer, Jerry Moyes, and his family in 1966. We became a public company in 1990, and our stock traded on NASDAQ under the symbol “SWFT” until May 10, 2007, when a company controlled by Mr. Moyes completed a merger that resulted in our becoming a private company. Between 1991 (our first full year as a public company) and 2006 (our last full year as a public company), we grew internally and through 10 acquisitions and our operating revenue grew to $3.2 billion and our Adjusted EBITDA grew to $498.6 million, which represented compounded annual growth rates of 21% and 22%, respectively.

During a challenging environment in 2009, when both loaded miles and rates were depressed across our industry, we instituted a number of cost savings measures that improved our Adjusted Operating Ratio and preserved our ability to generate Adjusted EBITDA at essentially the same level as 2008 and 2007, despite a $476.3 million, or 17.2%, decrease in revenue excluding fuel surcharges from 2007 to 2009. These actions

47

improved Adjusted Operating Ratio by 60 basis points from fiscal year 2008 to fiscal year 2009 and by 330 basis points in the first three months ended March 31, 2010 compared with the same period of 2009. The main areas of savings included the following: reducing our tractor fleet by 17.2%, improving fuel efficiency, improving our tractor to non-driver ratio, suspending bonuses and 401(k) matching, streamlining maintenance and administrative functions, improving safety and claims management, and limiting discretionary expenses. Some of these cost reductions, such as insurance and claims and maintenance expense, have a variable component that will increase or decrease with the miles we run. However, these expenses and others also have controllable components such as fleet size and age, staffing levels, safety, use of technology, and discipline in execution. Between 2008 and 2009, our cost control efforts overcame a 12.9% reduction in loaded miles as well as a 3.1% decrease in average trucking revenue per loaded mile excluding fuel surcharge. While our total costs will generally vary over time with our revenue, we believe a significant portion of the 2009 cost savings, and additional savings based on the same principles, will continue in future periods.

Adjusted EBITDA and Adjusted Operating Ratio are not recognized measures under GAAP and should not be considered alternatives to or superior to expense and profitability measures derived in accordance with GAAP. See “Prospectus Summary — Summary Historical Consolidated Financial and Other Data” for more information on our use of Adjusted EBITDA and Adjusted Operating Ratio, as well as a description of the computation and reconciliation of our net loss to Adjusted EBITDA and our operating ratio to our Adjusted Operating Ratio.

The following table reflects total operating revenue, net loss, revenue excluding fuel surcharges, Adjusted EBITDA, and Adjusted Operating Ratio for the indicated periods:

	Three Months Ended March 31,				Year Ended December 31,
	2010		2009		2009		2008		2007
	(Unaudited)		(Unaudited)		(Audited)		(Audited)		Pro Forma
									(Unaudited)
	(Dollars in thousands)
Total operating revenue	$	654,830	$	614,756	$	2,571,353	$	3,399,810	$	3,264,748
Net loss	$	(53,001)	$	(43,560)	$	(435,645)	$	(146,555)	$	(219,815)
Revenue (excl. fuel surcharge)	$	566,014	$	561,770	$	2,295,980	$	2,680,193	$	2,772,295
Adjusted EBITDA	$	90,335	$	79,035	$	405,860	$	409,598	$	404,084
Adjusted Operating Ratio		94.4%		97.7%		93.9%		94.5%		95.7%

Revenue and Expenses

We primarily generate revenue by transporting freight for our customers. Generally, we are paid a predetermined rate per mile for our services. We enhance our revenue by charging for fuel surcharges, stop-off pay, loading and unloading activities, tractor and trailer detention, and other ancillary services. The main factors that affect our revenue are the rate per mile we receive from our customers and the number of loaded miles we generate with our equipment, which in turn produce our weekly trucking revenue per tractor — one of our key performance indicators — and our total trucking revenue.

The most significant expenses in our business vary with miles traveled and include fuel, driver-related expenses (such as wages and benefits), and services purchased from owner-operators and other transportation providers, such as the railroads, drayage providers, and other trucking companies (which are recorded on the “Purchased transportation” line of our consolidated statements of operations). Expenses that have both fixed and variable components include maintenance and tire expense and our total cost of insurance and claims. These expenses generally vary with the miles we travel, but also have a controllable component based on safety, fleet age, efficiency, and other factors. Our main fixed costs are depreciation of long-term assets, such as tractors, trailers, containers, and terminals, interest expense, and the compensation of non-driver personnel.

Because a significant portion of our expenses are either fully or partially variable based on the number of miles traveled, changes in weekly trucking revenue per tractor caused by increases or decreases in deadhead

48

miles percentage, rate per mile, and loaded miles have varying effects on our profitability. In general, changes in deadhead miles percentage have the largest proportionate effect on profitability because we still bear all of the expenses for each deadhead mile but do not earn any revenue to offset those expenses. Changes in rate per mile have the next largest proportionate effect on profitability because incremental improvements in rate per mile are not offset by any additional expenses. Changes in loaded miles generally have a smaller effect on profitability because variable expenses increase or decrease with changes in miles. However, items such as driver and owner-operator satisfaction and network efficiency are affected by changes in mileage and have significant indirect effects on expenses.

Due to our size and operating leverage, even small improvements in our asset productivity and yield can have a significant impact. The following table shows the effect on revenue and operating income of an increase of 25 miles per tractor per week, a one cent increase in rate per mile, and a one percentage point reduction in deadhead miles percentage (assuming elimination of empty miles but no increase in loaded miles) based on our 2009 variable and fixed cost structure, average trucking revenue per tractor per week, miles, rates, and deadhead miles percentage. In each column we assume all other variables remain constant.

	25 Mile Increase in				1% Reduction in
	Miles Per Tractor		One Cent Increase		Deadhead Miles
	Per Week		in Rate Per Mile		Percentage
	(Dollars in thousands)
Operating Revenue	$	35,613	$	12,883	$	—
Operating Income	$	9,269	$	12,883	$	20,332

Income Taxes

From May 11, 2007 until October 10, 2009, we had elected to be taxed under the Internal Revenue Code as a subchapter S corporation. Such election followed the completion of the 2007 Transactions at the close of the market on May 10, 2007, which resulted in our becoming a private company. The election provided an income tax benefit of approximately $230 million associated with the partial reversal of previously recognized net deferred tax liabilities. Under subchapter S provisions, we did not pay corporate income taxes on our taxable income. Instead, our stockholders were liable for federal and state income taxes on their proportionate share of our taxable income. An income tax provision or benefit was recorded for certain of our subsidiaries, including our Mexican subsidiary and Mohave, our sole domestic captive insurance company at that time, which were not eligible to be treated as qualified subchapter S corporations. Additionally, we recorded a provision for state income taxes applicable to taxable income attributed to states that do not recognize the subchapter S corporation election.

In conjunction with the second amendment to our existing senior secured credit facility, we revoked our election to be taxed as a subchapter S corporation and, beginning October 10, 2009, we became taxed as a subchapter C corporation. Under subchapter C, we are liable for federal and state corporate income taxes on our taxable income. As a result of our subchapter S revocation, we recorded approximately $325 million of income tax expense on October 10, 2009, primarily in recognition of our deferred tax assets and liabilities as a subchapter C corporation.

See “Prospectus Summary — Summary Historical Consolidated Financial and Other Data” for a pro forma presentation of our net income as if we had been taxed as a subchapter C corporation in the periods presented therein.

Stockholder Loan

We have an outstanding stockholder loan agreement with Mr. Moyes and the Moyes Affiliates that had a $240.0 million balance due from them as of March 31, 2010. The stockholder loan bears interest at the rate of 2.66% per annum and matures in May 2018. Cash interest is due and payable only to the extent that we pay dividends or other cash distributions to Mr. Moyes and the Moyes Affiliates to fund such interest payments. During the years ended December 31, 2009, 2008, and 2007 and the three months ended March 31, 2010, we

49

paid distributions on a quarterly basis totaling $16.4 million, $33.8 million, $29.7 million, and $0.0 million, respectively, to Mr. Moyes and the Moyes Affiliates, who then repaid the same amounts to us as interest. Interest is added to the principal for payment at maturity if not funded through a distribution.

We originally entered into the stockholder loan agreement in May 2007 at which time Mr. Moyes and the Moyes Affiliates borrowed from us an aggregate principal amount of $560 million. The terms of the stockholder loan agreement were negotiated with the lenders who provided the financing for the 2007 Transactions.

In connection with the second amendment to our existing senior secured credit facility, Mr. Moyes, at the request of our lenders, agreed to cancel $125.8 million of personally-held senior secured notes in return for a $325.0 million reduction of the stockholder loan. The senior secured floating rate notes held by Mr. Moyes, totaling $36.4 million in principal amount, were cancelled on October 13, 2009 and, correspondingly, the stockholder loan was reduced by $94.0 million. The senior secured fixed rate notes held by Mr. Moyes, totaling $89.4 million in principal amount, were cancelled in January 2010 and the stockholder loan was reduced by an additional $231.0 million. The amount of the stockholder loan cancelled in exchange for the contribution of senior secured notes was negotiated by Mr. Moyes with the steering committee of lenders, comprised of a number of the largest lenders (by holding size) and the administrative agent of our existing senior secured credit facility. Due to the classification of the stockholder loan as contra-equity, the reduction in the stockholder loan did not reduce our stockholders’ equity (deficit). The cancellation of senior secured notes by Mr. Moyes improved our stockholders’ deficit by $125.8 million. Furthermore, the cancellation of the remaining amount of the stockholder loan, which is contemplated to occur in connection with the closing of this offering, will not affect our stockholders’ deficit. Mr. Moyes and the Moyes Affiliates will recognize income with respect to the termination of the stockholder loan, and they will be solely responsible for the payment of taxes with respect to such income.

Key Performance Indicators

We use a number of primary indicators to monitor our revenue and expense performance and efficiency. Our main measure of productivity is weekly trucking revenue per tractor. Weekly trucking revenue per tractor is affected by our loaded miles, which only include the miles driven when hauling freight, the size of our fleet (because available loads may be spread over fewer or more tractors), and the rates received for our services. We strive to increase our revenue per tractor by improving freight rates with our customers and hauling more loads with our existing equipment, effectively moving freight within our network, keeping tractors maintained, and recruiting and retaining drivers and owner-operators.

We also strive to reduce our number of deadhead miles. We measure our performance in this area by monitoring our deadhead miles percentage, which is calculated by dividing the number of unpaid miles by the total number of miles driven. By planning consecutive loads with shorter distances between the drop-off and pick-up locations, we are able to reduce the percentage of deadhead miles driven to allow for more revenue-generating miles during our drivers’ hours-of-service. This also enables us to reduce costs associated with deadhead miles, such as wages and fuel.

Average tractors available measures the number of tractors we have available for dispatch. This measure changes based on our ability to increase or decrease our fleet size to respond to changes in demand.

We consider our Adjusted Operating Ratio to be our most important measure of our operating profitability. We exclude fuel surcharge revenue and certain unusual or non-cash items in the calculation of our Adjusted Operating Ratio.

We monitor weekly trucking revenue per tractor, deadhead miles percentage, and average tractors available on a daily basis, and we measure Adjusted Operating Ratio on a monthly basis. For the three months

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ended March 31, 2010 and 2009, and the years ended December 31, 2009, 2008, and 2007, our actual and pro forma performance with respect to these indicators was as follows (unaudited):

	Three Months Ended
	March 31,				Years Ended December 31,
	2010		2009		2009		2008		2007
	Actual				Actual				Pro Forma
Weekly trucking revenue per tractor	$	2,711	$	2,541	$	2,660	$	2,916	$	2,867
Deadhead miles percentage		12.2%		13.6%		13.2%		13.6%		13.0%
Average tractors available		14,443		15,589		14,869		16,024		17,066
Adjusted Operating Ratio		94.4%		97.7%		93.9%		94.5%		95.7%

Results of Operations

2007 Results of Operations

Our actual financial results presented in accordance with GAAP for the year ended December 31, 2007 include the impact of the following 2007 Transactions: (i) Jerry and Vickie Moyes’ April 7, 2007 contribution of 1,000 shares of common stock of IEL, constituting all issued and outstanding shares of IEL, to Swift Corporation, in exchange for 10,649,000 shares of Swift Corporation’s common stock, (ii) the May 9, 2007 contribution by Mr. Moyes and the Moyes Affiliates of 28,792,810 shares of Swift Transportation common stock, representing 38.3% of the then outstanding common stock of Swift Transportation, in exchange for 64,495,892 shares of Swift Corporation’s common stock, and (iii) Swift Corporation’s May 10, 2007 acquisition of Swift Transportation by a merger. Swift Corporation was formed in 2006 for the purpose of acquiring Swift Transportation, which did not occur until May 10, 2007. The results of Swift Transportation for the period from January 1, 2007 to May 10, 2007 and IEL from January 1, 2007 to April 7, 2007 are not included in our audited financial statements for the year ended December 31, 2007, included elsewhere in this prospectus. This lack of operational activity prior to May 11, 2007 impacts comparability between periods.

To facilitate comparability between periods, we utilize unaudited pro forma results of operations for 2007. The pro forma results of operations give effect to the 2007 Transactions, including our acquisition of Swift Transportation and the related financing, as if the 2007 Transactions had occurred on January 1, 2007. Accordingly, our pro forma results of operations reflect a full year of operational activity for IEL and Swift as well as a full year of interest expense associated with the acquisition financing.

The following is a summary of our actual and pro forma condensed consolidated results of operations for the year ended December 31, 2007:

				Pro Forma
	Actual			(Unaudited)
	(Dollars in thousands)
Operating revenue	$	2,180,293		$	3,264,748
Operating loss	$	(154,691	)	$	(188,707	)
Interest expense	$	171,115		$	265,745
Loss before income taxes	$	(330,504	)	$	(458,708	)

The primary adjustments to our actual (audited) results of operations for 2007 in order to reflect our pro forma results of operations for 2007 were as follows:

•  $1.1 billion increase in operating revenue and recording the associated expenses to reflect the results of Swift Transportation and IEL for periods prior to their contribution; 

•  $94.6 million increase in interest expense to reflect interest that would have been due on our acquisition financing during the period between January 1, 2007 and May 10, 2007; and

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•  $10.5 million increase in depreciation and amortization expense as if the 2007 Transactions occurred on January 1, 2007.

Pro forma results should be considered in addition to, not as a substitute for, or superior to, measures of financial performance in accordance with GAAP. For a pro forma presentation of our pro forma condensed consolidated statement of operations (unaudited) for the year ended December 31, 2007, assuming the 2007 Transactions were effective January 1, 2007, see Annex A of this prospectus.

Factors Affecting Comparability Between Periods

Changes as a result of this offering

We expect the following items to affect comparability of our post-offering results to periods prior to the offering:

•  $16.4 million in estimated non-cash equity compensation expense relating to the approximately 20% of our approximately 7.8 million outstanding stock options that will vest and be exercisable upon completion of this offering. Thereafter, quarterly non-cash equity compensation expense for existing grants is estimated to be approximately $1.8 million per quarter through 2012; and

•  $      million estimated reduction in annual interest expense assuming the debt and capital lease balances at March 31, 2010, and the application of the estimated net proceeds of this offering as set forth in “Use of Proceeds.”

Three months ended March 31, 2010 results of operations

Net loss for the three months ended March 31, 2010 was $53.0 million. Items impacting comparability between the three months ended March 31, 2010 and other periods include the following:

•  $1.3 million of pre-tax impairment charge for trailers reclassified to assets held for sale;

•  $7.4 million of incremental pre-tax depreciation expense reflecting management’s decision in the first quarter to scrap approximately 7,000 dry van trailers over the course of the next several years and the corresponding revision to estimates regarding salvage and useful lives of such trailers; and

•  $9.5 million of income tax benefit as a result of recognition of subchapter C corporation tax benefits after our becoming a subchapter C corporation in the fourth quarter of 2009.

2009 results of operations

Our net loss for the year ended December 31, 2009 was $435.6 million. Items impacting comparability between 2009 and other periods include the following:

•  $0.5 million pre-tax impairment of three non-operating real estate properties in the first quarter of 2009;

•  $4.2 million of pre-tax transaction costs incurred in the third and fourth quarters of 2009 related to an amendment to our existing senior secured credit facility and the concurrent senior secured notes amendments;

•  $2.3 million of pre-tax transaction costs incurred during the third quarter related to our cancelled bond offering;

•  $12.5 million pre-tax benefit in other income for net proceeds received during the third quarter pursuant to a litigation settlement entered into by us on September 25, 2009;

•  $4.0 million pre-tax benefit in other income from the sale of our investment in Transplace in the fourth quarter of 2009, representing the recovery of a note receivable that had been previously written off;

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•  $324.8 million of non-cash income tax expense primarily in recognition of net deferred tax liabilities in the fourth quarter of 2009 reflecting our subchapter S revocation; and

•  $29.2 million in additional interest expense and derivative interest expense related to higher interest rates and loss of hedge accounting for our interest rate swaps as a result of an amendment to our existing senior secured credit facility in the fourth quarter of 2009.

2008 results of operations

Our net loss for the year ended December 31, 2008 was $146.6 million. Items impacting comparability between 2008 and other periods include the following:

•  $17.0 million of pre-tax charges associated with impairment of goodwill relating to our Mexico freight transportation reporting unit;

•  $7.5 million of pre-tax impairment charges for certain real property, tractors, trailers, and a note receivable; and

•  $6.7 million in pre-tax expense associated with the closing of our 2008 RSA on July 30, 2008 and $0.3 million in financial advisory fees associated with an amendment to our existing senior secured credit facility.

2007 pro forma (unaudited) results of operations

Our pro forma net loss for the year ended December 31, 2007 was $219.8 million. Items impacting comparability between our pro forma results for 2007 and our actual GAAP results for other periods include the following:

•  $23.5 million in pretax transaction costs related to our going private transaction;

•  $28.9 million in pretax change in control and stock incentive compensation, primarily relating to the going private transaction;

•  $238.0 million in pretax goodwill impairment relating to our U.S. reporting unit;

•  $2.4 million in pretax impairment of a note receivable, recorded, in non-operating other (income) expense;

•  $18.3 million in pretax impairment of revenue equipment; and

•  $230.2 million in income tax benefit associated with our election to become a subchapter S corporation.

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Revenue

We record three types of revenue: trucking revenue, fuel surcharge revenue, and other revenue. A summary of revenue generated by type for 2009 and 2008 actual, 2007 pro forma, and for the three months ended March 31, 2010 and 2009 is as follows:

	Three Months Ended
	March 31,				Years Ended December 31,
	2010		2009		2009		2008		2007
	Actual				Actual				Pro Forma
	(Unaudited)								(Unaudited)
	(Dollars in thousands)
Trucking revenue	$	503,507	$	509,320	$	2,062,296	$	2,443,271	$	2,550,877
Fuel surcharge revenue		88,816		52,986		275,373		719,617		492,453
Other revenue		62,507		52,450		233,684		236,922		221,418
Operating revenue	$	654,830	$	614,756	$	2,571,353	$	3,399,810	$	3,264,748

Trucking revenue

Trucking revenue is generated by hauling freight for our customers using our trucks or our owner-operators’ equipment. Trucking revenue includes all revenue we earn from our general truckload, dedicated, cross border, and drayage services. Generally, our customers pay for our services based on the number of miles in the most direct route between pick-up and delivery locations and other ancillary services we provide. Trucking revenue is the product of the number of revenue-generating miles driven and the rate per mile we receive from customers plus accessorial charges, such as loading and unloading freight for our customers or fees for detaining our equipment. The main factors that affect trucking revenue are our average tractors available and our weekly trucking revenue per tractor. Trucking revenue is affected by fluctuations in North American economic activity, as well as changes in inventory levels, changes in shipper packaging methods that reduce volumes, specific customer demand, the level of capacity in the truckload industry, driver availability, and modal shifts between truck and rail intermodal shipping (which we record in other revenue).

For the three months ended March 31, 2010, our trucking revenue decreased by $5.8 million, or 1.1%, compared with the same period in 2009. This decrease primarily resulted from a 1.7% decrease in average trucking revenue per loaded mile, which was partially offset by a 0.6% increase in loaded trucking miles. While trucking revenue decreased in total, our 7.4% decrease in average tractors available allowed us to achieve an 8.6% increase in average loaded miles per available tractor and a 6.7% increase in weekly trucking revenue per tractor. Trucking demand stabilized in late 2009 and began to increase in the first quarter of 2010. This allowed us to increase weekly trucking revenue per tractor as our reduced fleet size better matched the level of freight demand. Although shipping activity has strengthened, rate levels usually follow changes in utilization by several months as capacity tightens and contractual rate levels are adjusted.

For 2009, our trucking revenue decreased by $381.0 million, or 15.6%, compared with 2008. This decrease primarily resulted from a 12.9% reduction in loaded trucking miles and a 3.1% decrease in average trucking revenue per loaded mile. These reductions resulted in an 8.8% decrease in weekly trucking revenue per tractor and a 6.1% decrease in average loaded miles per available tractor despite our 7.2% reduction in average tractors available. This decline in trucking demand accelerated in the first half of 2009, and our fleet reductions were not as rapid as the decrease in freight volumes for two reasons. First, a depressed used equipment market made disposal of company tractors and owner-operator leased units unattractive. Second, we chose not to downsize our owner-operator fleet consistent with our longer term strategy of increasing our number of owner-operators. During 2009, excess capacity of tractors in our industry continued to place pressure on rates.

For 2008, our trucking revenue decreased by $107.6 million, or 4.2%, compared with pro forma trucking revenue for 2007. This decrease primarily resulted from a 5.3% decrease in loaded trucking miles, partially offset by a 1.2% increase in average trucking revenue per loaded mile. While trucking revenue decreased in

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total, our 6.1% reduction in average tractors available allowed us to achieve a 1.7% increase in weekly trucking revenue per tractor. During 2008, we downsized our tractor fleet as freight demand declined and were able to allocate our remaining fleet to the best available freight.

Fuel surcharge revenue

Fuel surcharges are designed to compensate us for fuel costs above a certain cost per gallon base. Generally, we receive fuel surcharges on the miles for which we are compensated by customers. However, we continue to have exposure to increasing fuel costs related to deadhead miles, fuel efficiency due to engine idle time, and other factors and to the extent the surcharge paid by the customer is insufficient. The main factors that affect fuel surcharge revenue are the price of diesel fuel and the number of loaded miles. Although our surcharge programs vary by customer, we endeavor to negotiate an additional penny per mile charge for every five cent increase in the Department of Energy’s national average diesel fuel index over an agreed baseline price. In some instances, customers choose to incorporate the additional charge by splitting the impact between the basic rate per mile and the surcharge fee. In addition, we have moved much of our West Coast customer activity to a surcharge program that is indexed to the Department of Energy’s West Coast average diesel fuel index as diesel fuel prices in the western United States generally are higher than the national average index. Our fuel surcharges are billed on a lagging basis, meaning we typically bill customers in the current week based on a previous week’s applicable index. Therefore, in times of increasing fuel prices, we do not recover as much as we are currently paying for fuel. In periods of declining prices, the opposite is true.

For the three months ended March 31, 2010, fuel surcharge revenue increased $35.8 million, or 67.6%, compared with the 2009 period. The Department of Energy’s national diesel price index increased 30.1% to an average of $2.85 per gallon in the 2010 period compared with $2.19 per gallon in the 2009 period. The 0.6% increase in total loaded miles in the 2010 period also increased fuel surcharge revenue slightly.

For 2009, fuel surcharge revenue decreased $444.2 million, or 61.7%, compared with 2008. The Department of Energy’s national diesel price index decreased 35.0%, to an average of $2.47 per gallon in 2009 compared with $3.80 per gallon in 2008. In addition, we operated 12.9% fewer loaded miles in 2009.

For 2008, fuel surcharge revenue increased $227.2 million, or 46.1%, compared with the pro forma fuel surcharge revenue for 2007. The Department of Energy’s national diesel index increased 31.5%, to an average of $3.80 per gallon in 2008 compared with $2.89 per gallon in 2007. This was offset by 5.3% fewer loaded miles in 2008.

Other revenue

Our other revenue is generated primarily by our rail intermodal business, non-asset based freight brokerage and logistics management service, tractor leasing revenue of IEL, premium revenue generated by our wholly-owned captive insurance companies, and other revenue generated by our shops. The main factors that affect other revenue are demand for our intermodal and brokerage and logistics services and the number of owner-operators leasing equipment from us.

For the three months ended March 31, 2010, other revenue increased by $10.1 million, or 19.2%, compared with the 2009 period. This resulted primarily from a 44.7% increase in intermodal miles as intermodal freight demand strengthened, partially offset by a $1.2 million decrease in tractor leasing revenue of IEL.

For 2009, other revenue decreased by $3.2 million, or 1.4%, compared with 2008. This resulted primarily from a 61% decrease in logistics revenue, partially offset by a $7.2 million increase in tractor leasing revenue of IEL, resulting from growth of our owner-operator fleet.

For 2008, other revenue increased by $15.5 million, or 7.0%, compared with pro forma results for 2007. This resulted primarily from growth of our owner-operator fleet and the related leasing revenue of IEL.

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Operating Expenses

Salaries, wages, and employee benefits

Salaries, wages, and employee benefits consist primarily of compensation for all employees. Salaries, wages, and employee benefits are primarily affected by the total number of miles driven by company drivers, the rate per mile we pay our company drivers, employee benefits including but not limited to health care and workers’ compensation, and to a lesser extent by the number of, and compensation and benefits paid to, non-driver employees.

The following is a summary of actual and pro forma salaries, wages, and employee benefits for the three months ended March 31, 2010 and 2009, and years ended December 31, 2009, 2008, and 2007:

	Three Months Ended
	March 31,				Years Ended December 31,
	2010		2009		2009		2008		2007
	Actual				Actual				Pro Forma
	(Unaudited)								(Unaudited)
	(Dollars in thousands)
Salaries, wages, and employee benefits	$	177,803	$	189,377	$	728,784	$	892,691	$	977,829
% of revenue, excluding fuel surcharge revenue		31.4%		33.7%		31.7%		33.3%		35.3%
% of operating revenue		27.2%		30.8%		28.3%		26.3%		30.0%

For the three months ended March 31, 2010, salaries, wages, and employee benefits decreased $11.6 million, or 6.1%, compared with the same period in 2009. As a percentage of revenue excluding fuel surcharge revenue, salaries, wages, and employee benefits decreased to 31.4%, compared with 33.7% for the 2009 period. This reduction was primarily the result of a 7.0% decrease in miles driven by company drivers and the corresponding reduction in wages and benefits. We also implemented non-driver headcount reductions in January and October of 2009. These decreases were partially offset by the accrual of bonuses and resuming our 401(k) match program, both of which were temporarily discontinued in 2009, and increased healthcare expenses. If we are successful in maintaining our improvement in tractors per non-driver and other efficiency measures and in continuing to increase the percentage of miles driven by owner-operators, we would expect corresponding decreases in our salaries, wages, and employee benefits as a percentage of revenue, which may be offset by increases in purchased transportation.

For 2009, salaries, wages, and employee benefits decreased $163.9 million, or 18.4%, compared with 2008. As a percentage of revenue excluding fuel surcharge revenue, salaries, wages, and employee benefits decreased to 31.7%, compared with 33.3% for 2008. This decline is primarily due to an overall decline in shipping volumes and associated miles as well as a mix shift between company drivers and owner-operators, which combined to result in an 18.3% reduction in the number of miles driven by company drivers. We also reduced our average, non-driving workforce in 2009 by 11.6% compared with the average for 2008 as a result of efficiency measures developed by our Lean Six Sigma initiatives, as well as reductions in force related to a smaller tractor fleet and revenue base. In addition, we reduced the rate of pay to drivers in 2009, eliminated bonuses and our 401(k) match, and imposed a one-week furlough for non-driving personnel in the second quarter.

For 2008, salaries, wages, and employee benefits decreased $85.1 million, or 8.7%, compared with pro forma results for 2007. As a percentage of revenue, excluding fuel surcharge revenue, salaries, wages and employee benefits decreased to 33.3%, compared with pro forma results of 35.3% for 2007. This decrease primarily related to a 9.2% decrease in miles driven by company drivers and the corresponding reduction in wages and benefits. In addition, pro forma salaries, wages, and employee benefits for the year ended December 31, 2007 included $16.4 million related to change-in-control payments made to former executive officers, $11.1 million related to the acceleration of stock incentive awards under Topic 718, “Compensation-

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Stock Compensation,” or Topic 718, both of which resulted from the 2007 Transactions, and the $1.4 million in stock incentive expense recognized in accordance with Topic 718 from January 1, 2007 to May 10, 2007.

We currently have stock options outstanding, which lack exercisability pursuant to our 2007 equity incentive plan. Approximately 20% of these options vest and become exercisable simultaneously with the closing of an initial public offering. We expect that our salaries, wages, and employee benefits expense will increase for the quarter in which this offering becomes effective as a result of non-cash equity compensation expense for equity grants that vest and are then exercisable upon an initial public offering. Assuming the consummation of this offering, we anticipate that stock compensation expense immediately recognized will be approximately $16.4 million. Thereafter, quarterly non-cash equity compensation expense for existing grants is estimated to be approximately $1.8 million per quarter through 2012.

In future periods, the compensation paid to our drivers and other employees may need to increase if the economy strengthens and other employment alternatives become more available.

Operating supplies and expenses

Operating supplies and expenses consist primarily of ordinary vehicle repairs and maintenance, the physical damage repairs to our equipment resulting from accidents, costs associated with preparing tractors and trailers for sale or trade-in, driver expenses, driver recruiting costs, legal and professional services fees, general and administrative expenses, and other costs. Operating supplies and expenses are primarily affected by the age of our company-owned fleet of tractors and trailers, the number of miles driven in a period, driver turnover, and to a lesser extent by efficiency measures in our shop.

The following is a summary of actual and pro forma operating supplies and expenses for the three months ended March 31, 2010 and 2009, and years ended December 31, 2009, 2008, and 2007:

	Three Months Ended
	March 31,				Years Ended December 31,
	2010		2009		2009		2008		2007
	Actual				Actual				Pro Forma
	(Unaudited)								(Unaudited)
	(Dollars in thousands)
Operating supplies and expenses	$	47,830	$	56,723	$	209,945	$	271,951	$	307,901
% of revenue, excluding fuel surcharge revenue		8.5%		10.1%		9.1%		10.1%		11.1%
% of operating revenue		7.3%		9.2%		8.2%		8.0%		9.4%

For the three months ended March 31, 2010, operating supplies and expenses decreased $8.9 million, or 15.7%, compared with the same period in 2009. As a percentage of revenue excluding fuel surcharge revenue, operating supplies and expenses decreased to 8.5%, compared with 10.1% for the same period in 2009. This decrease was primarily due to the reduction in our company tractor fleet, improved driver turnover, and cost control and maintenance efficiency initiatives we implemented during 2009, resulting in lower equipment maintenance and other discretionary costs. If we are successful in increasing the percentage of miles driven by owner-operators, we would expect to see some decrease in operating supplies and expenses as owner-operators are responsible for the maintenance of their own equipment. However, to the extent that owner-operators use our shops for maintenance and repairs, operating supplies and expense could increase and we would record additional amounts in other revenue for the amounts that we charge for our services.

For 2009, operating supplies and expenses decreased $62.0 million, or 22.8%, compared with 2008. As a percentage of revenue, excluding fuel surcharge revenue, operating supplies and expenses decreased to 9.1%, compared with 10.1% for 2008. This year-over-year decrease was primarily due to the reduction in our tractor fleet, improved driver turnover, and several cost control and maintenance efficiency initiatives we implemented during 2009, resulting in lower driver recruiting and training, equipment maintenance, and other discretionary costs. These decreases were partially offset by $6.5 million of expenses for transaction costs related to the

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amendments of our financing agreements and a cancelled bond offering during the third and fourth quarters of 2009, which we recorded in operating supplies and expenses.

For 2008, operating supplies and expenses decreased $36.0 million, or 11.7%, compared with pro forma results for 2007. As a percentage of revenue, excluding fuel surcharge revenue, operating supplies and expenses decreased to 10.1%, compared with 11.1% for pro forma results for 2007. This decrease primarily related to reductions in hiring and routine maintenance expense due to operating a smaller and newer company tractor fleet. These reductions were offset, in part, by higher maintenance expense during the first half of 2008 resulting from preparing an unusually large number of tractors for disposition associated with downsizing our fleet. Furthermore, pro forma operating supplies and expenses as shown above for the year ended December 31, 2007 include $22.0 million for financial, investment advisory, legal, and accounting fees associated with the 2007 Transactions.

Fuel expense

Fuel expense consists primarily of diesel fuel expense for our company-owned tractors and fuel taxes. The primary factors affecting our fuel expense are the cost of diesel fuel, the miles per gallon we realize with our equipment, and the number of miles driven by company drivers.

We believe the most effective protection against fuel cost increases is to maintain a fuel-efficient fleet by incorporating fuel efficiency measures, such as slower tractor speeds, engine idle limitations, and a reduction of deadhead miles into our business, and to implement an effective fuel surcharge program. To mitigate unrecovered fuel exposure, we have worked to negotiate more robust surcharge programs with customers identified as having inadequate programs. We generally have not used derivatives as a hedge against higher fuel costs in the past, but continue to evaluate this possibility. We have contracted with some of our fuel suppliers to buy a portion of our fuel at a fixed price or within banded pricing for a specific period, usually not exceeding twelve months, to mitigate the impact of rising fuel costs.

The following is a summary of actual and pro forma fuel expense for the three months ended March 31, 2010 and 2009, and years ended December 31, 2009, 2008, and 2007:

	Three Months Ended
	March 31,				Years Ended December 31,
	2010		2009		2009		2008		2007
	Actual				Actual				Pro Forma
	(Unaudited)								(Unaudited)
	(Dollars in thousands)
Fuel expense	$	106,082	$	85,868	$	385,513	$	768,693	$	699,302
% of operating revenue		16.2%		14.0%		15.0%		22.6%		21.4%

To measure the effectiveness of our fuel surcharge program, we subtract fuel surcharge revenue (other than the fuel surcharge revenue we reimburse to owner-operators, the railroads, and other third parties which is included in purchased transportation) from our fuel expense. The result is referred to as net fuel expense. Our net fuel expense as a percentage of revenue excluding fuel surcharge revenue is affected by the cost of diesel fuel net of surcharge collection, the percentage of miles driven by company trucks, and our percentage of

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deadhead miles, for which we do not receive fuel surcharge revenues. Our net fuel expense as a percentage of revenue less fuel surcharge revenue is shown below:

	Three Months Ended
	March 31,				Years Ended December 31,
	2010		2009		2009		2008		2007
	Actual				Actual				Pro Forma
	(Unaudited)								(Unaudited)
	(Dollars in thousands)
Total fuel surcharge revenue	$	88,816	$	52,986	$	275,373	$	719,617	$	492,453
Less: fuel surcharge revenue reimbursed to owner-operators and other third parties		32,866		16,279		92,341		216,185		126,415
Company fuel surcharge revenue	$	55,950	$	36,707	$	183,032	$	503,432	$	366,038
Total fuel expense	$	106,082	$	85,868	$	385,513	$	768,693	$	699,302
Less: company fuel surcharge revenue		55,950		36,707		183,032		503,432		366,038
Net fuel expense	$	50,132	$	49,161	$	202,481	$	265,261	$	333,264
% of revenue, excluding fuel surcharge revenue		8.9%		8.8%		8.8%		9.9%		12.0%

For the three months ended March 31, 2010, net fuel expense increased $1.0 million, or 2.0%, compared with the same period in 2009. As a percentage of revenue excluding fuel surcharge revenue, net fuel expense was relatively consistent compared with the same period of 2009. However, given the shift in the mix of company drivers to owner-operators noted above, where the percentage of total miles driven by company tractors decreased, net fuel expense represents a 9.7% increase in net fuel expense per company mile. This was caused by higher diesel fuel prices and an increase in the unrecovered fuel expense per mile resulting from the lag effect of fuel surcharges as fuel prices rose in the first quarter of 2010, compared with declining prices in the 2009 period. If we are successful in increasing the percentage of miles driven by owner-operators and in expanding our asset-light services in brokerage and intermodal, we would expect corresponding decreases in our net fuel expense as a percentage of revenue, excluding fuel surcharge revenue.

For 2009, net fuel expense decreased by $62.8 million, or 23.7%, compared with 2008. As a percentage of revenue, excluding fuel surcharge revenue, net fuel expense decreased to 8.8%, compared with 9.9% for 2008. This decline was caused by an 18.3% decrease in miles driven by company tractors, lower diesel fuel prices, a slight improvement in fuel economy, and improvements in fuel procurement strategies.

For 2008, net fuel expense decreased $68.0 million, or 20.4%, compared with pro forma results for 2007. As a percentage of revenue, excluding fuel surcharge revenue, net fuel expense decreased to 9.9%, compared with 12.0% for the pro forma results for 2007. The decrease was caused by improved fuel efficiency resulting from the reduction of our self-imposed tractor highway speed limit from 65 to 62 miles per hour during the first quarter of 2008, the management of engine idle time, and the promotion of fuel efficient driving habits among our drivers. In addition, net fuel expense also decreased because of the decrease in the number of miles driven by company tractors.

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Purchased transportation

Purchased transportation consists of the payments we make to owner-operators, railroads, and third-party carriers that haul loads we broker to them, including fuel surcharge reimbursements paid to such parties.

The following is a summary of actual and pro forma purchased transportation expense for the three months ended March 31, 2010 and 2009, and years ended December 31, 2009, 2008, and 2007:

	Three Months Ended
	March 31,				Years Ended December 31,
	2010		2009		2009		2008		2007
	Actual				Actual				Pro Forma
	(Unaudited)								(Unaudited)
	(Dollars in thousands)
Purchased transportation expense	$	175,702	$	135,753	$	620,312	$	741,240	$	629,586
% of operating revenue		26.8%		22.1%		24.1%		21.8%		19.3%

Because we reimburse owner-operators and other third parties for fuel surcharges we receive, we subtract fuel surcharge revenue reimbursed to third parties from our purchased transportation expense. The result, referred to as purchased transportation, net of fuel surcharge reimbursements, is evaluated as a percentage of revenue less fuel surcharge revenue, as shown below:

	Three Months Ended
	March 31,				Years Ended December 31,
	2010		2009		2009		2008		2007
	Actual				Actual				Pro Forma
	(Unaudited)								(Unaudited)
	(Dollars in thousands)
Purchased transportation	$	175,702	$	135,753	$	620,312	$	741,240	$	629,586
Less: Fuel surcharge revenue reimbursed to owner-operators and other third parties		32,866		16,279		92,341		216,185		126,415
Purchased transportation, net of fuel surcharge reimbursement	$	142,836	$	119,474	$	527,971	$	525,055	$	503,171
% of revenue, excluding fuel surcharge revenue		25.2%		21.3%		23.0%		19.6%		18.2%

For the three months ended March 31, 2010, purchased transportation, net of fuel surcharge reimbursements, increased $23.4 million, or 19.6%, compared with the same period in 2009. As a percentage of revenue, excluding fuel surcharge revenue, purchased transportation, net of fuel surcharge reimbursement, increased to 25.2%, compared with 21.3% for the same period in 2009. The increase in cost and percentage of revenue, excluding fuel surcharge revenue, results primarily from a 44.7% increase in intermodal miles and a 14.2% increase in owner-operator miles. The percentage of total miles driven by owner-operators increased by 300 basis points in the three months ended March 31, 2010 compared to the prior year quarter. If we are successful in growing the size of our fleet by adding additional owner-operators and are successful in expanding our asset-light brokerage and intermodal services, we would expect corresponding increases in purchased transportation as a percentage of revenue, excluding fuel surcharge revenue.

For 2009, purchased transportation, net of fuel surcharge reimbursements, was relatively flat in dollar amount, but as a percentage of revenue, excluding fuel surcharge, increased to 23.0%, compared with 19.6% for 2008. The percentage increase is primarily the result of the mix shift from company drivers to owner-operators, as noted above, which produced a 1.5% increase in loaded miles driven by owner-operators despite a 12.9% reduction in total loaded miles.

For 2008, purchased transportation, net of fuel surcharge reimbursements, increased $21.9 million, or 4.3%, compared with pro forma results for 2007. As a percentage of revenue, excluding fuel surcharge revenue, purchased transportation, net of fuel surcharge reimbursement, increased to 19.6%, compared with

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18.2% for pro forma results for 2007, primarily because of a 16.4% increase in the number of miles driven by owner-operators year-over-year.

Insurance and claims

Insurance and claims expense consists of insurance premiums and the accruals we make for estimated payments and expenses for claims for bodily injury, property damage, cargo damage, and other casualty events. The primary factors affecting our insurance and claims are seasonality (we typically experience higher accident frequency in winter months), the frequency and severity of accidents, trends in the development factors used in our actuarial accruals, and developments in large, prior-year claims. Furthermore, our substantial, self-insured retention of $10.0 million per occurrence for accident claims can make this expense item volatile.

The following is a summary of our actual and pro forma insurance and claims expense for the three months ended March 31, 2010 and 2009, and years ended December 31, 2009, 2008, and 2007:

	Three Months Ended
	March 31,				Years Ended December 31,
	2010		2009		2009		2008		2007
	Actual				Actual				Pro Forma
	(Unaudited)								(Unaudited)
	(Dollars in thousands)
Insurance and claims	$	20,207	$	25,481	$	81,332	$	141,949	$	128,138
% of revenue, excluding fuel surcharge revenue		3.6%		4.5%		3.5%		5.3%		4.6%
% of operating revenue		3.1%		4.1%		3.2%		4.2%		3.9%

For the three months ended March 31, 2010, insurance and claims expense decreased by $5.3 million, or 20.7%, compared with the same period in 2009. As a percentage of revenue, excluding fuel surcharge revenue, insurance and claims expense decreased to 3.6%, compared with 4.5% for the same period in 2009. The decrease resulted from reductions in accident frequency and severity trends over the past two years and the refinement to our actuarial loss rates among quarters in our current year based on historical loss trends.

For 2009, insurance and claims expense decreased by $60.6 million, or 42.7%, compared with 2008. As a percentage of revenue, excluding fuel surcharge revenue, insurance and claims expense decreased to 3.5%, compared with 5.3% for 2008. The decrease partially reflected an increase in claims expense during the fourth quarter of 2008, as additional information regarding several large loss claims for accidents that had occurred in 2006 and 2007 resulted in an increase in reserves and additional expense during 2008. Insurance and claims expense also decreased in 2009 because of the decrease in total miles in 2009 versus 2008. Furthermore, our recent reductions in accident frequency and severity resulted in less expense as a percentage of revenue, excluding fuel surcharge.

For 2008, insurance and claims expense increased by $13.8 million, or 10.8%, compared with pro forma results for 2007. As a percentage of revenue, excluding fuel surcharge revenue, insurance and claims expense increased to 5.3%, compared with 4.6% for pro forma results for 2007. The increase is attributable to a few unfavorable settlements during 2008 on large claims incurred in prior years, partially offset by the decrease in miles driven and improvements in the frequency and severity of 2008 claims.

Rental expense, depreciation, and amortization

Rental expense consists primarily of payments for tractors and trailers financed with operating leases. Depreciation and amortization expense consists primarily of depreciation for owned tractors and trailers, but also includes the amortization of intangibles derived from previous acquisitions, discussed below. The primary factors affecting these expense items include the size and age of our tractor, trailer, and container fleet, the cost of new equipment, and the relative percentage of owned versus leased equipment. Because the mix of our

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leased versus owned tractors varies, we believe it is appropriate to combine our rental expense with our depreciation and amortization expense when comparing year-over-year results for analysis purposes.

The following is a summary of actual and pro forma rental expense, depreciation, and amortization for the three months ended March 31, 2010 and 2009, and years ended December 31, 2009, 2008, and 2007:

	Three Months Ended
	March 31,				Years Ended December 31,
	2010		2009		2009		2008		2007
	Actual				Actual				Pro Forma
	(Unaudited)								(Unaudited)
	(Dollars in thousands)
Rental expense	$	18,903	$	20,391	$	79,833	$	76,900	$	78,256
Depreciation and amortization expense		65,497		66,956		253,531		275,832		281,181
Rental expense, depreciation, and amortization expense		84,400		87,347		333,364		352,732		359,437
% of revenue, excluding fuel surcharge revenue		14.9%		15.5%		14.5%		13.2%		13.0%
% of operating revenue		12.9%		14.2%		13.0%		10.4%		11.0%

Rental expense and depreciation were primarily driven by our fleet of tractors and trailers shown below:

	As of March 31,				As of December 31,
	2010		2009		2009		2008		2007
	Actual				Actual				Pro Forma
	(Unaudited)								(Unaudited)
Tractors:
Company
Owned		7,657		9,280		7,881		9,811		13,017
Leased — capital leases		2,680		2,352		2,485		1,977		764
Leased — operating leases		2,152		2,063		2,074		1,998		2,236
Total company tractors		12,489		13,695		12,440		13,786		16,017
Owner-operator
Financed through the Company		2,761		2,451		2,687		2,417		2,218
Other		970		1,124		898		1,143		1,003
Total owner-operator tractors		3,731		3,575		3,585		3,560		3,221
Total tractors		16,220		17,270		16,025		17,346		19,238
Trailers		49,436		49,284		49,215		49,695		49,879
Containers		4,262		5,755		4,262		5,726		5,776

For the three months ended March 31, 2010, rental expense, depreciation, and amortization decreased by $2.9 million, or 3.4%, compared with the same period in 2009. As a percentage of revenue, excluding fuel surcharge revenue, rental expense, depreciation, and amortization decreased to 14.9%, compared with 15.5% for the same period in 2009. This decrease was primarily associated with lower depreciation expense because of a smaller number of depreciable tractors in the first quarter of 2010 as compared with the first quarter of 2009, partially offset by $7.4 million of incremental depreciation expense during the 2010 quarter reflecting management’s revised estimates of salvage value and useful lives for approximately 7,000 dry van trailers, which management decided during the quarter to scrap. In addition, rental expense decreased because of the assignment of the leases to a third party for approximately 1,500 North American Container System (NACS) intermodal containers during the second and third quarter of 2009 and the termination of other miscellaneous

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trailer leases. Also, an increase in weekly trucking revenue per tractor more effectively covered these largely fixed costs.

For 2009, rental expense, depreciation, and amortization decreased $19.4 million, or 5.5%, compared with 2008. As a percentage of revenue, excluding fuel surcharge revenue, rental expense, depreciation, and amortization increased to 14.5%, compared with 13.2% for 2008. The dollar decrease was the result of lower depreciation expense because of a smaller number of depreciable tractors in 2009 as compared with 2008, as well as reductions in container and trailer leases. This decrease was partially offset by an increase in rental expense because of an increase in the number of company trucks financed with operating leases, including trucks we lease to owner-operators. The increase as a percentage of revenue, net of fuel surcharge revenue, was a result of lower revenue per tractor.

For 2008, rental expense, depreciation, and amortization decreased by $6.7 million, or 1.9%, compared with pro forma results for 2007. As a percentage of revenue, excluding fuel surcharge revenue, rental expense, depreciation, and amortization increased to 13.2%, compared with 13.0% for pro forma results for 2007. As we trade in older units, to the extent they are replaced with newer, more expensive units, depreciation and rental expense per unit will be higher. Additionally, in January 2008, we changed our estimate of residual values for certain trailers as a result of decreases in their salvage value. This change increased depreciation expense by $3.3 million for 2008.

Included in depreciation and amortization is amortization of certain identified intangible assets acquired pursuant to the 2007 Transactions. We estimate that our non-cash amortization expense associated with all of the intangibles will be approximately $20.5 million in 2010, $18.5 million in 2011, $18.4 million in 2012, $18.4 million in 2013, and $18.4 million in 2014.

Our rental expense, depreciation, and amortization may increase in future periods because of increased costs associated with newer tractors. Any engine manufactured on or after January 1, 2010 must comply with the new emissions regulations, and we anticipate higher costs associated with these engines will be reflected in increased depreciation and rental expense. We expect, as emissions requirements become stricter, that the price of equipment will continue to rise.

Impairments

The following is a summary of actual and pro forma impairment expense for the three months ended March 31, 2010 and 2009, and years ended December 31, 2009, 2008, and 2007:

	Three Months Ended
	March 31,				Years Ended December 31,
	2010		2009		2009		2008		2007
	Actual				Actual				Pro Forma
	(Unaudited)								(Unaudited)
	(Dollars in thousands)
Impairment expense	$	1,274	$	515	$	515	$	24,529	$	256,305
% of revenue, excluding fuel surcharge revenue		0.2%		0.1%		0.0%		0.9%		9.2%
% of operating revenue		0.2%		0.1%		0.0%		0.7%		7.9%

Results for the three months ended March 31, 2010 included a $1.3 million pre-tax impairment charge for trailers, while the first quarter of 2009 included a $0.5 million pre-tax charge for impairment of three non-operating real estate properties.

In 2008, we incurred $24.5 million in impairment charges comprised of (i) a $17.0 million impairment of goodwill relating to our Mexico freight transportation reporting unit, (ii) a pre-tax impairment charge of $0.3 million for the write-off of a note receivable related to the sale of our Volvo truck delivery business assets in 2006, and (iii) pre-tax impairment charges totaling $7.2 million on tractors, trailers, and several non-operating real estate properties. In the third and fourth quarters of 2008, we recorded impairment charges

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totaling $7.5 million before taxes related to real property, tractors, trailers, and a note receivable from the sale of our Volvo truck delivery business assets in 2006.

The pro forma results in 2007 include a goodwill impairment of $238.0 million related to our U.S. freight transportation reporting unit and impairment of certain trailers of $18.3 million.

Operating taxes and licenses

Operating taxes and licenses expense primarily represents the costs of taxes and licenses associated with our fleet of equipment and will vary according to the size of our equipment fleet in future periods. The following is a summary of actual and pro forma operating taxes and licenses expense for the three months ended March 31, 2010 and 2009, and years ended December 31, 2009, 2008, and 2007:

	Three Months Ended
	March 31,				Years Ended December 31,
	2010		2009		2009		2008		2007
	Actual				Actual				Pro Forma
	(Unaudited)								(Unaudited)
	(Dollars in thousands)
Operating taxes and licenses expense	$	13,365	$	14,381	$	57,236	$	67,911	$	66,108
% of revenue, excluding fuel surcharge revenue		2.4%		2.6%		2.5%		2.5%		2.4%
% of operating revenue		2.0%		2.3%		2.2%		2.0%		2.0%

For the three months ended March 31, 2010, operating taxes and licenses expense decreased $1.0 million, or 7.1%, compared with the same period in 2009. As a percentage of revenue, excluding fuel surcharge revenue, operating taxes and licenses expense decreased to 2.4%, compared with 2.6% for the same period in 2009, because of a reduction in the size of our tractor fleet and a corresponding decrease in vehicle registration costs.

For 2009, operating taxes and licenses expense decreased $10.7 million, or 15.7%, compared with 2008. The decrease resulted from the smaller size of our company tractor fleet. As a percentage of freight revenue, excluding fuel surcharge, operating taxes and licenses expense was relatively consistent year-over-year.

For 2008, operating taxes and licenses expense increased $1.8 million, or 2.7%, compared with pro forma results for 2007. As a percentage of revenue, excluding fuel surcharge revenue, operating taxes and licenses expense was relatively consistent at 2.5% in 2008 and 2.4% in the 2007 pro forma period.

Interest

Interest expense consists of cash interest, and amortization of related issuance costs and fees, but excludes expenses related to our interest rate swaps.

The following is a summary of actual and pro forma interest expense for the three months ended March 31, 2010 and 2009, and years ended December 31, 2009, 2008, and 2007:

	Three Months Ended
	March 31,				Years Ended December 31,
	2010		2009		2009		2008		2007
	Actual				Actual				Pro Forma
	(Unaudited)								(Unaudited)
	(Dollars in thousands)
Interest expense	$	62,596	$	47,702	$	200,512	$	222,177	$	265,745

Interest expense for the three months ended March 31, 2010 is primarily based on the debt balance of $1.51 billion for the first lien term loan and $709 million for our senior secured notes, whereas interest in the prior year quarter is primarily based on the debt balance of $1.52 billion for the first lien term loan and $835 million for the senior secured notes. In addition, as of March 31, 2010, we had $162.7 million of capital leases compared with $157.5 million of capital leases at March 31, 2009. As a result of the second amendment

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to our existing senior secured credit facility, interest expense increased for the first quarter of 2010 as a result of the addition of a 2.25% LIBOR floor for our existing senior secured credit facility, a 275 basis point increase in applicable margin for our existing senior secured credit facility, and a 50 basis point increase in the unused commitment fee for our revolving line of credit.

Also included in interest expense during the first quarter of 2010 were the fees associated with our 2008 RSA totaling $1.1 million. In the first quarter of 2009, these fees of $1.1 million were included in “Other expense” consistent with the true sale accounting treatment previously applicable to our 2008 RSA. As discussed in Note 14 to the Consolidated Financial Statements, the accounting treatment for our 2008 RSA changed effective January 1, 2010, upon our adoption of Financial Accounting Standards Board Accounting Standards Codification Accounting Standards Update, or ASU No. 2009-16, “Accounting for Transfers of Financial Assets (Topic 860),” after which we were required to account for our 2008 RSA as a secured borrowing as opposed to a sale, with our 2008 RSA program fees characterized as interest expense.

Interest expense for the year ended December 31, 2009 is primarily based on debt balances of $1.51 billion for the first lien term loan and $799 million for the senior secured notes. In addition, as of December 31, 2009, we had $152.9 million of capital leases. As noted above, as a result of the second amendment to our existing senior secured credit facility, interest expense increased during the fourth quarter of 2009 because of the addition of a 2.25% LIBOR floor for our existing senior secured credit facility, a 275 basis point increase in applicable margin for our existing senior secured credit facility, and a 50 basis point increase in the unused commitment fee for our revolving line of credit. The decrease in interest rates, specifically LIBOR, during 2009 partially offset this increase in interest expense for the year ended December 31, 2009, compared with 2008.

Interest expense for the year ended December 31, 2008 is primarily based on the debt balance of $1.52 billion for our first lien term loan, $835 million for our senior secured notes, and $136.4 million of our capital leases. Also included in interest expense through March 27, 2008 were the fees associated with our prior accounts receivable sale facility, or our 2007 RSA. Subsequent to this facility being amended on March 27, 2008, these fees were included in “Other expense” consistent with the true sale accounting treatment applicable to our amended 2007 RSA. The decrease in interest rates, specifically LIBOR, during 2008 resulted in interest expense decreasing by $43.6 million for the year ended December 31, 2008, when compared with pro forma amounts for 2007.

The pro forma results for the year ended December 31, 2007 represent $180.9 million of actual interest expense, excluding derivative interest expense for Swift Corporation, Swift Transportation, and IEL, plus $94.6 million of pro forma interest expense to reflect the debt related to the 2007 Transactions as if it had been outstanding since January 1, 2007. Also included in interest expense for 2007 were the fees associated with our 2007 RSA.

After this offering, we expect our interest expense to decrease substantially because of lower debt balances and lower applicable margins above LIBOR in our new senior secured credit facility.

Derivative interest

Derivative interest expense consists of expenses related to our interest rate swaps, including the income effect of mark-to-market adjustments of interest rate swaps and current settlements. We de-designated the remaining swaps and discontinued hedge accounting effective October 1, 2009, as a result of the second amendment to our existing senior secured credit facility, after which the entire mark-to-market adjustment is charged to earnings rather than being recorded in equity as a component of other comprehensive income under previous cash flow hedge accounting treatment. Furthermore, the non-cash amortization of other comprehensive income previously recorded when hedge accounting was in effect is recorded in derivative interest

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expense. The following is a summary of actual and pro forma derivative interest expense for the three months ended March 31, 2010 and 2009, and years ended December 31, 2009, 2008, and 2007:

	Three Months Ended
	March 31,				Years Ended December 31,
	2010		2009		2009		2008		2007
	Actual				Actual				Pro Forma
	(Unaudited)								(Unaudited)
	(Dollars in thousands)
Derivative interest expense	$	23,714	$	7,549	$	55,634	$	18,699	$	13,056

Derivative interest expense for the three months ended March 31, 2010 and 2009 is related to our interest rate swaps with notional amounts of $1.14 billion and $1.20 billion, respectively. Derivative interest expense increased in the three months ended March 31, 2010, over the same period in 2009 as a result of the decrease in three month LIBOR, the underlying index for the swaps, and our cessation of hedge accounting in October 2009, as noted above.

Derivative interest expense for the years ended December 31, 2009, 2008, and 2007 is related to our interest rate swaps with notional amounts of $1.14 billion, $1.22 billion, and $1.34 billion, respectively.

Derivative interest expense increased in 2009 over 2008 as a result of the significant decrease in three month LIBOR.

Derivative interest expense increased in 2008 compared with pro forma derivative interest expense for 2007, as a result of the decrease in three month LIBOR. Pro forma derivative interest expense for 2007 includes the $13.1 million pre-tax charge associated with the change in mark-to-market of derivatives.

Other (income) expense

The following is a summary of actual and pro forma other (income) expense for the three months ended March 31, 2010 and 2009 and the years ended December 31, 2009, 2008, and 2007:

	Three Months Ended
	March 31,					Years Ended December 31,
	2010			2009		2009			2008		2007
	Actual					Actual					Pro Forma
	(Unaudited)										(Unaudited)
	(Dollars in thousands)
Other (income) expense	$	(371	)	$	675	$	(13,336	)	$	12,753	$	(473	)

Other (income) expenses were generally immaterial to our results in the three months ended March 31, 2010 and 2009 and are not quantifiable with respect to any major items.

Other (income) expenses improved in the year ended December 31, 2009, as a result of the $4.0 million gain from the sale of our investment in Transplace and $12.5 million in net settlement proceeds received in the third quarter of 2009.

Other (income) expenses for the year ended December 31, 2008 included $6.7 million of closing costs associated with our 2008 RSA, our current accounts receivable securitization facility that was put in place during the third quarter of 2008. Consistent with the true sale accounting treatment applied to our securitization under Topic 860, costs associated with the sale transaction were charged directly to earnings rather than being deferred as in a secured financing arrangement.

The pro forma results for 2007 include a $2.4 million pre-tax impairment of a note receivable recorded to other (income) expense.

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Income tax expense

From May 11, 2007 through October 10, 2009, we elected to be treated as a subchapter S corporation under the Internal Revenue Code. A subchapter S corporation passes essentially all taxable income and losses to its stockholders and does not pay federal income taxes at the corporate level. In October 2009, we revoked our subchapter S corporation election and elected to be taxed as a subchapter C corporation. Under subchapter C, we are liable for federal and state corporate income taxes on our taxable income.

The following is a summary of actual and pro forma income tax expense for the three months ended March 31, 2010 and 2009, and years ended December 31, 2009, 2008, and 2007:

	Three Months Ended
	March 31,					Years Ended December 31,
	2010			2009		2009		2008		2007
	Actual					Actual				Pro Forma
	(Unaudited)									(Unaudited)
	(Dollars in thousands)
Income tax expense (benefit)	$	(9,525	)	$	301	$	326,650	$	11,368	$	(238,893	)

For the three months ended March 31, 2010, income tax expense decreased $9.8 million compared with the results for the three months ended March 31, 2009, primarily related to the full period tax treatment as a subchapter C corporation and the realization of a tax benefit for net operating loss carry-forwards to offset taxable income in future periods.

For the year ended December 31, 2009, income tax expense increased $315.3 million compared with 2008. As a result of our subchapter S revocation, we recorded approximately $325 million of income tax expense on October 10, 2009, primarily in recognition of our deferred tax assets and liabilities as a subchapter C corporation.

For the year ended December 31, 2008, income tax expense increased $250.3 million compared with the pro forma results for the year ended December 31, 2007. The pro forma results for the year ended December 31, 2007 include the impact associated with a $230.2 million benefit to eliminate deferred taxes upon our conversion to a subchapter S corporation on May 10, 2007.

Liquidity and Capital Resources

Overview

At March 31, 2010, we had the following sources of liquidity available to us:

	As of March 31, 2010
	(Dollars in thousands)
Cash and cash equivalents, excluding restricted cash	$	87,327
Availability under revolving line of credit due 2012		235,600
Total	$	322,927

Our business requires substantial amounts of cash to cover operating expenses as well as to fund items such as cash capital expenditures on our fleet and other assets, working capital changes, principal and interest payments on our obligations, letters of credit to support insurance requirements, and tax payments to fund our taxes in periods when we generate taxable income.

We also make substantial, net capital expenditures to maintain a modern company tractor fleet, refresh our trailer fleet, and potentially fund growth in our revenue equipment fleet if justified by customer demand and our ability to finance the equipment and generate acceptable returns. After March 31, 2010, we expect our net capital expenditures to be approximately $171 million for the remainder of 2010, assuming all revenue equipment additions are recorded as capital expenditures. However, we expect to continue to obtain a portion

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of our equipment under operating leases, which are not reflected as net capital expenditures. Beyond 2010, we expect our net capital expenditures to remain substantial.

We believe we can finance our expected cash needs, including debt repayment, in the short-term with cash flows from operations, borrowings available under our revolving line of credit, borrowings under our 2008 RSA, and lease financing believed to be available for at least the next twelve months. Over the long-term, we will continue to have significant capital requirements, which may require us to seek additional borrowings, lease financing, or equity capital. The availability of financing or equity capital will depend upon our financial condition and results of operations as well as prevailing market conditions. With the infusion of capital from this offering, and the consequent reduction of indebtedness, we will have greater flexibility to use our revolving line of credit to purchase equipment if it becomes economically advantageous to do so.

Cash Flows

Our summary statements of cash flows information for the three months ended March 31, 2010 and 2009 and the years ended December 31, 2009 and 2008 is set forth in the table below:

	Three Months Ended
	March 31,						Years Ended December 31,
	2010			2009			2009			2008
	(Unaudited)
	(Dollars in thousands)
Net cash provided by operating activities	$	15,107		$	7,376		$	115,335		$	119,740
Net cash used in investing activities	$	(35,131	)	$	(6,661	)	$	(1,127	)	$	(118,517	)
Net cash used in financing activities and effect of exchange rate changes	$	(8,511	)	$	(1,825	)	$	(56,262	)	$	(22,133	)

We do not discuss our statements of cash flows information for 2007 because the partial year of operations in 2007 and the approximately $1.4 billion and $2.2 billion, respectively, in cash flows used in investing and cash flows from financing activities relating to our going private transaction in May 2007 limit the usefulness of the comparison.

Operating activities

The $7.7 million increase in net cash provided by operating activities during the first three months ended March 31, 2010, compared with the same period in 2009, was primarily the result of the $11.0 million increase in operating income between the periods, a $20.3 million reduction in claims payments made over the same periods, and an increase in certain payables to third parties for purchased transportation reflecting timing differences in payments between the periods. These increases were partially offset by a $32.2 million increase in cash paid for interest and taxes between the periods, primarily as a result of the increase in coupon under our existing senior secured credit facility following the second amendment to our existing senior secured credit facility and our change in tax filing status during the fourth quarter of 2009.

The $4.4 million decrease in net cash provided by operating activities during the year ended December 31, 2009, compared with the year ended December 31, 2008, primarily was the result of a $17.6 million increase in net cash paid for income taxes and a $13.9 million greater reduction in accounts payable, accrued, and other liabilities during 2009 as compared to 2008. This includes a $5.8 million increase in claims payments made in 2009, reflecting recent settlements of several large automobile liability claims from prior years. These items were mostly offset by a reduction in cash interest payments as a result of the decline in LIBOR.

Investing activities

The $28.5 million increase in net cash used in investing activities during the three months ended March 31, 2010, compared with the three months ended March 31, 2009 results, was driven mainly by a $20.8 million increase in the restricted cash changes. The increase in restricted cash during the 2010 quarter

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reflects increased collateral requirements pertaining to our wholly-owned captive insurance subsidiaries, Mohave and Red Rock, both of which insure the first million dollars (per occurrence) of our automobile liability risk beginning on February 1, 2010. To comply with certain state insurance regulatory requirements, we will pay approximately $55 million in cash and cash equivalents to Red Rock and Mohave over the course of 2010, to be restricted as collateral for anticipated losses incurred in 2010. The restricted cash will be used to make payments to cover these losses as they are settled in 2010 and future periods.

The $117.4 million reduction in net cash used in investing activities during the year ended December 31, 2009, compared with the year ended December 31, 2008 results, was driven mainly by a $256.5 million decrease in capital expenditures as a result of our fleet reduction efforts in the face of softening demand, which was partially offset by a $121.4 million decrease in sales proceeds from equipment disposals, as shown in the table below. In addition, restricted cash increased by $6.4 million during the year ended December 31, 2009, after decreasing by $3.6 million in the year ended December 31, 2008. Further, payments received on assets held for sale and equipment sales receivable decreased $8.5 million for the year ended December 31, 2009 compared with the year ended December 31, 2008.

Total net capital expenditures for the three months ended March 31, 2010 and 2009 and for the years ended December 31, 2009 and 2008 are shown below:

	Three Months Ended				Years Ended
	March 31,				December 31,
	2010		2009		2009		2008
	(Dollars in thousands)
Revenue equipment:
Tractors	$	14,018	$	10,105	$	56,200	$	221,731
Trailers		446		1,360		8,393		93,006
Facilities		2,394		1,012		6,152		12,121
Other		297		74		520		867
Total cash capital expenditures		17,155		12,551		71,265		327,725
Less: Proceeds from sales of equipment		4,684		2,381		69,773		191,151
Net cash capital expenditures	$	12,471	$	10,170	$	1,492	$	136,574

Financing activities

Net cash used in financing activities increased by $6.7 million in the three months ended March 31, 2010, as compared with the three months ended March 31, 2009. This increase reflects a $3.8 million increase in payments on our short-term notes payable, long-term debt, and capital lease obligations, partially offset by a $2.0 million net increase in our borrowing under our accounts receivable securitization during the three months ended March 31, 2010, which is now reflected as a financing activity given the accounting treatment as a secured borrowing. Further, the three months ended March 31, 2009 included $4.9 million of proceeds received from capital leases that were funded to us on the last day of the quarter, but not yet remitted to the manufacturer for equipment purchases.

In the year ended December 31, 2009, cash used in financing activities increased by $34.0 million compared with the year ended December 31, 2008. This increased usage reflects an increase of $14.2 million in payments made on our long-term debt, notes payable, and capital leases, an increase of $11.0 million in payment of deferred loan costs resulting from the second amendment to our existing senior secured credit facility and indenture amendments, and $6.2 million of payments made in 2009 on short-term notes payable, which had financed a portion of our insurance premiums in 2009. In the year ended December 31, 2008, we had net repayments of $16.6 million on capital leases and long-term debt.

Capital and Operating Leases

In addition to the net cash capital expenditures discussed above, we also acquired revenue equipment with capital and operating leases. During the three months ended March 31, 2010, we acquired tractors through capital

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and operating leases with gross values of $15.2 million and $5.1 million, respectively, which were offset by operating lease terminations with originating values of $9.1 million for tractors in the first quarter of 2010. During the quarter ended March 31, 2009, we acquired tractors through capital and operating leases with gross values of $21.0 million and $7.4 million, respectively, which were offset by operating lease terminations with originating values of $7.4 million for tractors in the three months ended March 31, 2009. In addition, $22.5 million of trailer leases expired in the three months ended March 31, 2010, while no trailer leases expired in the three months ended March 31, 2009.

During the year ended December 31, 2009, we acquired tractors through capital and operating leases with gross values, net of down payments, of $36.8 million and $45.6 million, respectively, which were offset by operating lease terminations with original values of $50.9 million for tractors in 2009. During the year ended December 31, 2008, we acquired tractors through capital and operating leases with gross values of $81.3 million and $104.1 million, respectively, which were offset by operating lease terminations with originating values of $83.2 million for tractors in 2008.

Working Capital

As of March 31, 2010, we had a working capital surplus of $101.1 million, which was an increase of $117.6 million from December 31, 2009. The increase primarily resulted from the change in accounting treatment for our 2008 RSA. The accounting treatment for our 2008 RSA changed effective January 1, 2010, upon our adoption of ASU No. 2009-16, at which time we were required to account for our 2008 RSA as a secured borrowing rather than a sale. As a result, the previously de-recognized accounts receivable were brought back onto our balance sheet as current assets and the related securitization proceeds were recognized as non-current debt because of the terms of our accounts receivable securitization facility.

As of December 31, 2009 and 2008, we had a working capital deficit of $16.5 million and $170.6 million, respectively. The deficit primarily resulted from our accounts receivable securitization program. In 2007, the initial securitization proceeds totaling $200 million were used to repay principal on the first lien term loan, the majority of which was applied to the non-current portion of the first lien term loan. The result was to reduce our current assets and a long-term liability, resulting in a reduction of working capital. In addition, the $154.1 million reduction in the working capital deficit during the year ended December 31, 2009 reflects a $64.4 million increase in cash and restricted cash primarily relating to cash provided by operations as discussed above, a $49.0 million increase in deferred tax assets reflecting our conversion to a subchapter C corporation in the fourth quarter of 2009, and a $95.0 million decrease in accounts payable, accrued claims, and other accrued liabilities. These improvements were offset, in part, by a $20.2 million increase in the current portion of the interest rate swap liability resulting from the decrease in LIBOR during 2009, as well as an $18.6 million increase in the current portion of long-term debt and capital lease obligations.

Material Debt Agreements

Overview

As of March 31, 2010, we had the following material debt agreements:

•  existing senior secured credit facility consisting of a term loan due May 2014, a revolving line of credit due May 2012 (none drawn), and a synthetic letter of credit facility due May 2014;

•  senior secured floating rate notes due May 2015;

•  senior secured fixed rate notes due May 2017;

•  2008 RSA due July 2013; and

•  other secured indebtedness and capital lease agreements.

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The amounts outstanding under such agreements and other debt instruments were as follows as of March 31, 2010 and December 31, 2009:

	March 31,		December 31,
	2010		2009
	(In thousands)
First lien term loan due May 2014	$	1,507,100	$	1,511,400
Senior secured floating rate notes due May 15, 2015		203,600		203,600
Senior secured fixed rate notes due May 15, 2017		505,648		595,000
2008 RSA		150,000		—
Other secured debt and capital leases		165,833		156,934
Total long-term debt and capital leases	$	2,532,181	$	2,466,934
Less: current portion		56,369		46,754
Long-term debt and capital leases, less current portion	$	2,475,812	$	2,420,180

Our existing senior secured credit facility and senior secured notes are secured by substantially all of our assets other than the stock of our captive insurance companies, bankruptcy-remote subsidiary used to conduct our accounts receivable securitization, our accounts receivable, and the stock of our foreign subsidiaries. All of these agreements contain financial and other covenants and cross-default provisions, such that a default under one agreement would create a default under the other agreements. We were in compliance with the covenants under all of such agreements at March 31, 2010 and December 31, 2009.

Existing senior secured credit facility

Our existing senior secured credit facility consists of a first lien term loan with an original aggregate principal amount of $1.72 billion due May 2014, a $300.0 million revolving line of credit due May 2012, and a $150.0 million synthetic letter of credit facility due May 2014. Principal payments on the first lien term loan are due quarterly in amounts equal to (i) 0.25% of the original aggregate principal outstanding beginning September 30, 2007 to September 30, 2013, and (ii) 23.5% of the original aggregate principal outstanding from December 31, 2013 through its maturity, with the balance due on the maturity date. In July 2007, we used $200.0 million of proceeds from our 2007 RSA to prepay the first eight principal payments, with the balance being applied to the last payment. This reduced the aggregate principal to $1.52 billion as of July 2007. As of March 31, 2010, there was $1.51 billion outstanding under the first lien term loan. In April 2010, we made an $18.7 million payment on the first lien term loan out of excess cash flows for the prior fiscal year. This payment was applied in full satisfaction of the next four scheduled principal payments and partial satisfaction of the fifth successive principal payment due June 30, 2011.

As of March 31, 2010, there were no borrowings under our $300.0 million revolving line of credit. The unused portion of our revolving line of credit is subject to a commitment fee of 1.00%. As of March 31, 2010, we had outstanding letters of credit under the revolving line of credit primarily for workers’ compensation and self-insurance liability purposes totaling $64.4 million, leaving $235.6 million available under the revolving line of credit. The revolving line of credit also includes capacity for letters of credit up to $175.0 million.

Similar to the letters of credit under our $300.0 million revolving line of credit, the outstanding letters of credit pursuant to the $150.0 million synthetic letter of credit facility are primarily for workers’ compensation and self-insurance liability purposes. As of March 31, 2010, the $150.0 million synthetic letter of credit facility was fully utilized.

Interest on the first lien term loan and the outstanding borrowings under our revolving line of credit are based upon one of two rate options plus an applicable margin. The base rate is equal to LIBOR, or the higher of the prime rate published in the Wall Street Journal and the Federal Funds Rate in effect plus 0.50% to 1.00%. Following the second amendment to our existing senior secured credit facility, LIBOR option loans are subject to the LIBOR floor at 2.25% and alternate base rate option loans are subject to a 3.25% minimum alternate base rate option. We may select the interest rate option at the time of borrowing. The applicable

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margins for the interest rate options range from 4.50% to 6.00%, depending on the credit rating assigned by S&P and Moody’s. Interest on the first lien term loan and outstanding borrowings under the revolving line of credit is payable on the stated maturity of each loan, on the date of principal prepayment, if any, with respect to base rate loans, on the last day of each calendar quarter, and with respect to LIBOR rate loans, on the last day of each interest period. As of March 31, 2010, interest accrues at the greater of LIBOR or the LIBOR floor plus 6.00% (8.25% at March 31, 2010).

Our existing senior secured credit facility contains various financial and other covenants, including but not limited to required minimum liquidity, limitations on indebtedness, liens, asset sales, transactions with affiliates, and required leverage and interest coverage ratios. In addition, our existing senior secured credit facility contains a cross default provision, which provides that a default under the indentures governing our senior secured notes and our 2008 RSA would trigger an event of default under our existing senior secured credit facility. As of March 31, 2010, we were in compliance with these covenants.

New senior secured credit facility

In connection with this offering, Swift Transportation intends to enter into a new senior secured credit facility consisting of a $      million senior secured revolving credit facility and a $      million senior secured term loan. The proceeds of the new term loan will be used to repay the portion of our existing senior secured credit facility that is not repaid with the proceeds of this offering. We expect the new senior secured credit facility to be completed substantially concurrently with the closing of this offering. Our entry into the new senior secured credit facility is conditioned on the completion of this offering.

Senior secured notes

On May 10, 2007, we completed a private placement of second-priority senior secured notes associated with the acquisition of Swift Transportation totaling $835.0 million, which consisted of: $240 million aggregate principal amount second-priority senior secured floating rate notes due May 15, 2015, and $595 million aggregate principal amount of 12.50% second-priority senior secured fixed rate notes due May 15, 2017.

Interest on the senior secured floating rate notes is payable on February 15, May 15, August 15, and November 15, accruing at three-month LIBOR plus 7.75% (8.00% at March 31, 2010). Once our existing senior secured credit facility is paid in full, we may redeem any of the senior secured floating rate notes on any interest payment date at a redemption price of 101% through 2010.

Interest on the 12.50% senior secured fixed rate notes is payable on May 15 and November 15. Once our existing senior secured credit facility is paid in full, on or after May 15, 2012, we may redeem the senior secured fixed rate notes at an initial redemption price of 106.25% of their principal amount and accrued interest.

During the year ended December 31, 2009, Mr. Moyes, our Chief Executive Officer and majority stockholder, purchased $36.4 million face value senior secured floating rate notes and $89.4 million face value senior secured fixed rate notes in open market transactions. In connection with the second amendment to our existing senior secured credit facility, Mr. Moyes agreed to cancel his personally held senior secured notes in return for a $325.0 million reduction of the stockholder loan due 2018 owed to us by Mr. Moyes and the Moyes Affiliates, each of whom is a stockholder of Swift. The senior secured floating rate notes held by Mr. Moyes, totaling $36.4 million in principal amount, were cancelled at closing of the second amendment to our existing senior secured credit facility on October 13, 2009, and, correspondingly, the stockholder loan was reduced by $94.0 million. The senior secured fixed rate notes held by Mr. Moyes, totaling $89.4 million in principal amount, were cancelled in January 2010 and the stockholder loan was reduced further by an additional $231.0 million. The amount of the stockholder loan cancelled in exchange for the contribution of senior secured notes was negotiated by Mr. Moyes with the steering committee of lenders, comprised of a number of the largest lenders (by holding size) and the administrative agent of our existing senior secured

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credit facility. The cancellation of the senior secured notes reduced stockholders’ deficit by $36.4 million in October 2009 and $89.4 million in January 2010.

The indentures governing the senior secured notes contain various financial and other covenants, including but not limited to limitations on asset sales, incurrence of indebtedness, and entering into sales and leaseback transactions. As of March 31, 2010, we were in compliance with these covenants. In addition, the indentures governing the senior secured notes contain a cross default provision which provides that a default under such indentures would trigger termination rights under our existing senior secured credit facility and the indenture governing our 2008 RSA. The indentures for the senior secured notes include a limit on future indebtedness if a minimum fixed charge coverage ratio, as defined therein, is not met. We currently do not meet that minimum requirement and cannot incur additional debt in excess of that specified in the indentures, including the limit for outstanding capital lease obligations of $212.5 million for 2010 and $250.0 million thereafter.

An intercreditor agreement among the first lien agent for our existing senior secured credit facility, the trustee of the senior secured notes, Swift Corporation, and certain of our subsidiaries establishes the second-priority status of the senior secured notes and contains restrictions and agreements with respect to the control of remedies, release of collateral, amendments to security documents, and the rights of holders of first priority lien obligations and holders of the senior secured notes.

Derivative Financial Instruments

We are exposed to certain risks relating to our ongoing business operations. The primary risk managed by using derivative instruments is interest rate risk. In 2007, we entered into several interest rate swap agreements for the purpose of hedging variability of interest expense and interest payments on long-term variable rate debt and our senior secured notes. Our strategy was to use pay-fixed/receive-variable interest rate swaps to reduce our aggregate exposure to interest rate risk. These derivative instruments were not entered into for speculative purposes, but were required by our senior secured credit facility lenders in connection with the 2007 Transactions.

In connection with our existing senior secured credit facility, we had four interest rate swap agreements in effect at March 31, 2010, with a total notional amount of $1.14 billion. Of this amount, $305.0 million mature in August 2010, with the remainder to mature in August 2012. At October 1, 2007, we designated and qualified these interest rate swaps as cash flow hedges. Subsequent to October 1, 2007, the effective portion of the changes in fair value of the designated swaps was recorded in accumulated other comprehensive income (loss) and is thereafter recognized to derivative interest expense as the interest on the hedged variable rate debt affects earnings. The ineffective portions of the changes in the fair value of designated interest rate swaps were recognized directly to earnings as derivative interest expense in our statements of operations. At March 31, 2010 and December 31, 2009, unrealized losses on changes in fair value of the designated interest rate swap agreements totaling $43.1 million and $54.1 million, after taxes, respectively, were reflected in accumulated other comprehensive income. As of March 31, 2010, we estimate that $27.7 million of unrealized losses included in accumulated other comprehensive income will be realized and reported in earnings within the next twelve months.

Prior to the second amendment to our existing senior secured credit facility, these interest rate swap agreements had been highly effective as a hedge of our variable rate debt. However, following the implementation of the 2.25% LIBOR floor for our existing senior secured credit facility pursuant to the second amendment to our existing senior secured credit facility, the interest rate swaps no longer qualify as highly effective in offsetting changes in the interest payments on long-term variable rate debt. Consequently, we removed the hedging designation and ceased cash flow hedge accounting treatment for the swaps effective October 1, 2009. As a result, all of the ongoing changes in fair value of the interest rate swaps are now recorded as derivative interest expense in earnings, whereas the majority of changes in fair value had previously been recorded in other comprehensive income under cash flow hedge accounting. The cumulative change in fair value of the swaps, which occurred prior to the cessation in hedge accounting, remains in accumulated other comprehensive income and is amortized to earnings as derivative interest expense in current and future periods as the interest payments on the first lien term loan affect earnings. In conjunction with the

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contemplated refinancing of our existing senior secured credit facility, we are evaluating various alternatives to terminate some or all of the remaining interest rate swap contracts as they are no longer expected to provide an economic hedge in the near term.

The fair value of the interest rate swap liability at March 31, 2010 and December 31, 2009, was $79.4 million and $80.3 million, respectively. The fair values of the interest rate swaps are based on valuations provided by third parties, derivative pricing models, and credit spreads derived from the trading levels of our first lien term loan.

2008 RSA

On July 30, 2008, through our wholly-owned bankruptcy-remote special purpose subsidiary, we entered into our 2008 RSA to replace our prior accounts receivable sale facility and to sell, on a revolving basis, undivided interests in our accounts receivable. The program limit under our 2008 RSA is $210.0 million and is subject to eligible receivables and reserve requirements. Outstanding balances under our 2008 RSA accrue interest at a yield of LIBOR plus 300 basis points or Prime plus 200 basis points, at our discretion. Our 2008 RSA terminates on July 30, 2013, and is subject to an unused commitment fee ranging from 25 to 50 basis points, depending on the aggregate unused commitment of our 2008 RSA.

As of January 1, 2010, our 2008 RSA no longer qualified for true sale accounting treatment and is now instead treated as a secured borrowing. As a result, the previously de-recognized accounts receivable were brought back onto our balance sheet and the related securitization proceeds were recognized as debt, while the program fees for the facility were reported as interest expense beginning January 1, 2010. The re-characterization of program fees from other expense to interest expense did not affect our interest coverage ratio calculation, and the change in accounting treatment for the securitization proceeds from sales proceeds to debt did not affect the leverage ratio calculation, as defined in our existing senior secured credit facility, as amended.

Our 2008 RSA contains certain restrictions and provisions (including cross-default provisions to our debt agreements) which, if not met, could restrict our ability to borrow against future eligible receivables. The inability to borrow against additional receivables would reduce liquidity as the daily proceeds from collections on the receivables levered prior to termination are remitted to the lenders, with no further reinvestment of these funds by our lenders into Swift. As of March 31, 2010, the amount outstanding under our 2008 RSA was $150.0 million.

Off-Balance Sheet Arrangements

Operating leases

We lease approximately 4,400 tractors under operating leases. Operating leases have been an important source of financing for our revenue equipment. Tractors held under operating leases are not carried on our consolidated balance sheets, and lease payments in respect of such tractors are reflected in our consolidated statements of operations in the line item “Rental expense.” Our revenue equipment rental expense was $18.9 million in the first quarter of 2010, compared with $20.4 million in the first quarter of 2009. The total amount of remaining payments under operating leases as of March 31, 2010, was approximately $130.1 million. In connection with various operating leases, we issued residual value guarantees, which provide that if we do not purchase the leased equipment from the lessor at the end of the lease term, we are liable to the lessor for an amount equal to the shortage (if any) between the proceeds from the sale of the equipment and an agreed value. As of December 31, 2009, the maximum amount of the residual value guarantees was approximately $18.7 million. To the extent the expected value at the lease termination date is lower than the residual value guarantee, we would accrue for the difference over the remaining lease term. We believe that proceeds from the sale of equipment under operating leases would exceed the payment obligation on substantially all operating leases.

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Accounts receivable sale facility

We securitize our accounts receivable through a special purpose subsidiary not carried on our balance sheet at December 31, 2009. We were required to cease the off-balance sheet accounting treatment for our 2008 RSA effective January 1, 2010, upon adoption of ASU No. 2009-16, and have brought the previously de-recognized accounts receivable back onto our balance sheet, recognizing the related securitization proceeds as debt.

Contractual Obligations

The table below summarizes our contractual obligations as of December 31, 2009 (in thousands):

	Payments due by period(5)
	Less Than						More Than
	1 Year		1-3 Years		3-5 Years		5 Years		Total
Long-term debt obligations	$	19,054	$	36,079	$	1,460,316	$	798,600	$	2,314,049
Capital lease obligations(1)		27,700		91,136		34,049		—		152,885
Operating lease obligations(2)		64,724		61,263		6,426		1,154		133,567
Purchase obligations(3)		149,140		—		—		—		149,140
Other long-term liabilities:
Interest rate swaps(4)		48,819		38,793		—		—		87,612
Total contractual obligations	$	309,437	$	227,271	$	1,500,791	$	799,754	$	2,837,253

(1)	Represents principal payments owed at December 31, 2009. The borrowing consists of capital leases with finance companies, with fixed borrowing amounts and fixed interest rates, as set forth on each applicable lease schedule. Accordingly, interest on each lease varies between schedules.
(2)	Represents future monthly rental payment obligations under operating leases for tractors, trailers, chassis, and facilities. Substantially all lease agreements for revenue equipment have fixed payment terms based on the passage of time. The tractor lease agreements generally stipulate maximum miles and provide for mileage penalties for excess miles. These leases generally run for a period of three to five years for tractors and five to seven years for trailers. We also have guarantee obligations of residual values under certain operating leases, which obligations are not included in the amounts presented. Upon termination of these leases, we would be responsible for the excess of the guarantee amount above the fair market value of the equipment, if any. As of December 31, 2009, the maximum potential amount of future payments we could be required to make under these guarantees is $18.7 million.
(3)	Represents purchase obligations for revenue equipment, fuel, and facilities. The portion associated with revenue equipment purchase obligations consists of $146.1 million. We generally have the option to cancel tractor purchase orders with 90 days’ notice. As of December 31, 2009, approximately one-third of this amount had become non-cancelable.
(4)	Represents interest rate swap payments that are undiscounted and projected based on LIBOR forward rates as of December 31, 2009.
(5)	Deferred taxes and long-term portion of claims accruals are excluded from other long-term liabilities in the table above.

Inflation

Inflation can have an impact on our operating costs. A prolonged period of inflation could cause interest rates, fuel, wages, and other costs to increase, which would adversely affect our results of operations unless freight rates correspondingly increased. However, with the exception of fuel, the effect of inflation has been minor over the past three years. Our average fuel cost per gallon has increased 33.5% between the three months ended March 31, 2009 and 2010. Our average fuel cost per gallon decreased 37.9% between 2008 and

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2009 after increasing 26.8% between 2007 and 2008. Historically, the majority of the increase in fuel costs has been passed on to our customers through a corresponding increase in fuel surcharge revenue, making the impact of the increased fuel costs on our operating results less severe. If fuel costs escalate and we are unable to recover these costs timely with effective fuel surcharges, it would have an adverse effect on our operation and profitability.

Seasonality

In the transportation industry, results of operations generally show a seasonal pattern. As our customers ramp up for the holiday season at year-end, the late third and fourth quarters historically have been our strongest volume quarters. As our customers reduce shipments after the winter holiday season, the first quarter historically has been a lower volume quarter. In 2007 and 2008, the traditional surge in volume in the third and fourth quarters did not occur due to the economic recession, while the 2009 holiday season showed some improvement due largely to inventory replenishment by retailers. Additionally, our operating expenses tend to be higher in the winter months primarily due to colder weather, which causes higher fuel consumption from increased idle time.

Quantitative and Qualitative Disclosures About Market Risk

We have interest rate exposure arising from our existing senior secured credit facility, senior secured floating rate notes, 2008 RSA, and other financing agreements, which have variable interest rates. These variable interest rates are impacted by changes in short-term interest rates, although the volatility related to the first lien term loan and revolving line of credit is mitigated due to the implementation of a 2.25% LIBOR floor on our existing senior secured credit facility as a result of the second amendment to our existing senior secured credit facility. We manage interest rate exposure through a mix of variable rate debt, fixed rate lease financing, and a $1.14 billion notional amount of interest rate swaps (weighted average rate of 5.02% before the applicable margin). There are no leverage options or prepayment features for the interest rate swaps. Assuming the current level of borrowings, a hypothetical one-percentage point increase in interest rates would decrease our annual interest expense by $7.8 million, including interest rate swap settlements, as a result of the combined effect of the LIBOR floor and the interest rate swaps. At March 31, 2010, we had outstanding approximately $723.7 million of variable rate borrowings that were not subject to interest rate swaps, $370.1 million of which represents the term loan and is subject to the LIBOR floor. On a pro forma basis, assuming the repayment of $      in term loan debt with the proceeds of this offering, our outstanding variable rate borrowing would have been approximately $      as of March 31, 2010. Based on such pro forma amounts outstanding, a hypothetical one-percentage point increase in interest rates would increase our annual interest expense by $      million.

We have commodity exposure with respect to fuel used in company-owned tractors. Further increases in fuel prices will continue to raise our operating costs, even after applying fuel surcharge revenue. Historically, we have been able to recover a majority of fuel price increases from our customers in the form of fuel surcharges. The average diesel price per gallon in the United States, as reported by the Department of Energy, rose from an average of $2.19 per gallon for the three months ended March 31, 2009 to an average of $2.85 per gallon for the three months ended March 31, 2010. We cannot predict the extent or speed of potential changes in fuel price levels in the future, the degree to which the lag effect of our fuel surcharge programs will impact us as a result of the timing and magnitude of such changes, or the extent to which effective fuel surcharges can be maintained and collected to offset such increases. We generally have not used derivative financial instruments to hedge our fuel price exposure in the past, but continue to evaluate this possibility.

Critical Accounting Policies

The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that impact the amounts reported in our consolidated financial statements and accompanying notes. Therefore, the reported amounts of assets, liabilities, revenue, expenses, and associated disclosures of contingent assets and liabilities are affected by these estimates and assumptions. We evaluate

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these estimates and assumptions on an ongoing basis, utilizing historical experience, consultation with experts, and other methods considered reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from our estimates and assumptions, and it is possible that materially different amounts will be reported using differing estimates or assumptions. We consider our critical accounting policies to be those that require us to make more significant judgments and estimates when we prepare our financial statements. Our critical accounting policies include the following:

Claims accruals

We are self-insured for a portion of our liability, workers’ compensation, property damage, cargo damage, and employee medical expense risk. This self-insurance results from buying insurance coverage that applies in excess of a retained portion of risk for each respective line of coverage. Each reporting period, we accrue the cost of the uninsured portion of pending claims. These accruals are estimated based on our evaluation of the nature and severity of individual claims and an estimate of future claims development based upon historical claims development trends. Insurance and claims expense will vary as a percentage of operating revenue from period to period based on the frequency and severity of claims incurred in a given period as well as changes in claims development trends. Actual settlement of the self-insured claim liabilities could differ from our estimates due to a number of uncertainties, including evaluation of severity, legal cost, and claims that have been incurred but not reported. If claims development factors that are based upon historical experience had increased by 10%, our claims accrual as of March 31, 2010 would have potentially increased by $13.1 million.

Goodwill

We have recorded goodwill, which primarily arose from the partial acquisition of Swift Transportation. Goodwill represents the excess of the purchase price over the fair value of net assets acquired. In accordance with Topic 350, “Intangibles — Goodwill and Other,” we test goodwill for potential impairment annually as of November 30 and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

As of November 30, 2009, we evaluated goodwill for impairment using the two-step process prescribed in Topic 350. The first step is to identify potential impairment by comparing the fair value of a reporting unit with the book value, including goodwill. If the fair value of a reporting unit exceeds the book value, goodwill is not considered impaired. If the book value exceeds the fair value, the second step of the process is performed to measure the amount of impairment. Our test of goodwill and indefinite-lived intangible assets requires judgment, including the identification of reporting units, assigning assets (including goodwill) and liabilities to reporting units, and determining the fair value of each reporting unit. For determining fair value as of November 30, 2009, we used a combination of comparative valuation multiples of publicly traded companies and a discounted cash flow model. The discounted cash flow model included several significant assumptions, including estimating future cash flows and determining appropriate discount rates. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment for each reporting unit. Our evaluation as of November 30, 2009 produced no indication of impairment of goodwill or indefinite-lived intangible assets. Based on our analysis, none of our reporting units was at risk of failing step one of the test.

Based on the results of our evaluation as of November 30, 2008, we recorded a non-cash impairment charge of $17.0 million with no tax impact in the fourth quarter of 2008 related to the decline in fair value of our Mexico freight transportation reporting unit resulting from the deterioration in truckload industry conditions as compared with the estimates and assumptions used in our original valuation projections used at the time of the partial acquisition of Swift Transportation. This charge is included in impairments in the consolidated statements of operations for the year ended December 31, 2008. The annual impairment test performed as of November 30, 2008, indicated no additional impairments for goodwill or indefinite-lived intangible assets at our other reporting units.

Based on the results of our evaluation as of November 30, 2007, we recorded a non-cash impairment charge of $238 million with no tax impact in the fourth quarter of 2007 related to the decline in fair value of

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our U.S. freight transportation reporting unit resulting from the deterioration in truckload industry conditions as compared with the estimates and assumptions used in our original valuation projections used at the time of the partial acquisition of Swift Transportation. These charges are included in impairments in our consolidated statements of operations.

Revenue recognition

We recognize operating revenue and related direct costs to recognizing revenue as of the date the freight is delivered, which is consistent with Topic 605-20-25-13, “Services for Freight-in-Transit at the End of a Reporting Period.”

We recognize revenue from leasing tractors and related equipment to owner-operators as operating leases. Therefore, revenue for rental operations are recognized on the straight-line basis as earned under the operating lease agreements. Losses from lease defaults are recognized as an offset to revenue in the amount of earned, but not collected, revenue.

Depreciation and amortization

Depreciation on property and equipment is calculated on the straight-line method over the estimated useful lives of 10 to 40 years for facilities and improvements, 3 to 15 years for revenue and service equipment, and 3 to 5 years for software, furniture, and office equipment.

Amortization of the customer relationships acquired in the acquisition of Swift Transportation is calculated on the 150% declining balance method over the estimated useful life of 15 years. The customer relationships contributed to us at May 9, 2007 are amortized using the straight-line method over 15 years. The owner-operator relationships are amortized using the straight-line method over three years. The trade name has an indefinite useful life and is not amortized, but rather is tested for impairment annually on November 30, unless events occur or circumstances change between annual tests that would more likely than not reduce the fair value.

Impairments of long-lived assets

We evaluate our long-lived assets, including property and equipment, and certain intangible assets subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with Topic 360 and Topic 350, respectively. If circumstances require a long-lived asset be tested for possible impairment, we compare undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as necessary.

During the first quarter of 2010, revenue equipment with a carrying amount of $3.6 million was written down to its fair value of $2.3 million, resulting in an impairment charge of $1.3 million, which was included in impairments in the consolidated statement of operations for the three months ended March 31, 2010. The impairment of these assets was identified due to our decision to remove them from the operating fleet through sale or salvage.

In the first quarter of 2009, we recorded impairment charges related to real estate properties totaling $0.5 million before taxes. In the third and fourth quarter of 2008, we recorded impairment charges totaling $7.5 million, before taxes, related to real estate properties, tractors, trailers, and a note receivable from our sale of our Volvo truck delivery business assets in 2006. In the third and fourth quarters of 2007, we recorded impairment charges related to certain trailers totaling $18.3 million before taxes. These charges are included in impairments in the consolidated statements of operations.

Goodwill and indefinite-lived intangible assets are reviewed for impairment at least annually in accordance with the provisions of Topic 350 as noted under the heading “Goodwill” above.

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Taxes

Our deferred tax assets and liabilities represent items that will result in taxable income or a tax deduction in future years for which we have already recorded the related tax expense or benefit in our consolidated statements of operations. Deferred tax accounts arise as a result of timing differences between when items are recognized in our consolidated financial statements compared to when they are recognized in our tax returns. Significant management judgment is required in determining our provision for income taxes and in determining whether deferred tax assets will be realized in full or in part. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We periodically assess the likelihood that all or some portion of deferred tax assets will be recovered from future taxable income. To the extent we believe recovery is not probable, a valuation allowance is established for the amount determined not to be realizable. We have not recorded a valuation allowance at March 31, 2010, as all deferred tax assets are more likely than not to be realized as they are expected to be utilized by the reversal of the existing deferred tax liabilities in future periods.

We believe that we have adequately provided for our future tax consequences based upon current facts and circumstances and current tax law. However, should our tax positions be challenged, different outcomes could result and have a significant impact on the amounts reported through our consolidated statements of operations.

Lease accounting and off-balance sheet transactions

In accordance with Topic 840, “Leases,” property and equipment held under operating leases, and liabilities related thereto, are not reflected on our balance sheet. All expenses related to operating leases are reflected on our consolidated statements of operations in the line item entitled “Rental expense.”

We issue residual value guarantees in connection with certain of our operating leases of certain revenue equipment. If we do not purchase the leased equipment from the lessor at the end of the lease term, we are liable to the lessor for an amount equal to the shortage (if any) between the proceeds from the sale of the equipment and an agreed value up to a maximum shortfall per unit. For substantially all of these tractors, we have residual value agreements from manufacturers at amounts equal to our residual obligation to the lessors. For all other equipment (or to the extent we believe any manufacturer will refuse or be unable to meet its obligation), we are required to recognize additional rental expense to the extent we believe the fair market value at the lease termination will be less than our obligation to the lessor. We believe that proceeds from the sale of equipment under operating leases would exceed the payment obligation on substantially all operating leases. The estimated values at lease termination involve management judgments. As of March 31, 2010, the maximum potential amount of future payments we would be required to make under these guarantees is $17.8 million. In addition, as leases are entered into, determination as to the classification as an operating or capital lease involves management judgments on residual values and useful lives.

Stock-based employee compensation

We issue several types of share-based compensation, including awards that vest based on service and performance conditions or a combination of the conditions. Performance-based awards vest contingent upon meeting certain performance criteria established by our compensation committee. All awards require future service and thus forfeitures are estimated based on historical forfeitures and the remaining term until the related award vests. We adopted Topic 718, “Compensation — Stock Compensation,” using the modified prospective method. This Topic requires that all share-based payments to employees, including grants of employee stock options, be recognized in the financial statements based upon a grant-date fair value of an award. Determining the appropriate amount to expense in each period is based on likelihood and timing of achievement of the stated targets for performance-based awards, and requires judgment, including forecasting future financial results and market performance. The estimates are revised periodically based on the probability and timing of achieving the required performance targets, respectively, and adjustments are made as appropriate. Awards that only are subject to time-vesting provisions are amortized using the straight-line

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method. In the future, we may make market-based awards that will vest contingent upon meeting certain market criteria established by our compensation committee.

We currently have stock options outstanding that lack exercisability pursuant to our 2007 equity incentive plan. These options become exercisable simultaneously with the closing of the earlier of (i) an initial public offering, (ii) a sale, or (iii) a change in control of Swift. Included in these outstanding stock options are 1.8 million stock options we granted to certain employees on February 25, 2010 with an exercise price of $7.04 per share, which equaled the estimated fair value of our common stock as determined by an independent business valuation. We expect that our salaries, wages, and employee benefits expense will increase for the quarter in which this offering becomes effective as a result of non-cash equity compensation expense for equity grants that vest and are then exercisable upon an initial public offering. Assuming the consummation of this offering, we anticipate that stock compensation expense immediately recognized will be approximately $16.4 million.

Segment information

We have one reportable segment under the provisions of Topic 280, “Segment Reporting.” Each of our transportation service offerings and operations that meet the quantitative threshold requirements of Topic 280 provides truckload transportation services that have been aggregated as they have similar economic characteristics and meet the other aggregation criteria of Topic 280. Accordingly, we have not presented separate financial information for each of our service offerings and operations as the consolidated financial statements present our one reportable segment. We generate other revenue through operations that provide freight brokerage as well as intermodal services. These operations do not meet the quantitative threshold of Topic 280.

Recent Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board issued Accounting Standards Update No. 2010-06, “Fair Value Measurements and Disclosures (Topic 820) — Improving Disclosures about Fair Value Measurements,” or ASU No. 2010-06. This Accounting Standards Update amends the Financial Accounting Standards Board Accounting Standards Codification Topic 820 to require entities to provide new disclosures and clarify existing disclosures relating to fair-value measurements. New disclosures include requiring an entity to disclose separately the amounts of significant transfers in and out of Level 1 and 2 fair-value measurements and to describe the reasons for the transfers, as well as to disclose separately gross purchases, sales, issuances, and settlements in the roll-forward activity of Level 3 measurements. Clarifications of existing disclosures include requiring a greater level of disaggregation of fair-value measurements by class of assets and liabilities, in addition to enhanced disclosures concerning the inputs and valuation techniques used to determine Level 2 and Level 3 fair-value measurements. ASU No. 2010-06 is effective for our interim and annual periods beginning January 1, 2010, except for the additional disclosure of purchases, sales, issuances, and settlements in Level 3 fair-value measurements, which is effective for our fiscal year beginning January 1, 2011. We do not expect the adoption of this statement to have a material impact on our consolidated financial statements.

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Our Industry and Competition

The U.S. trucking industry is large, fragmented, and highly competitive. The U.S. trucking industry was estimated by the ATA to have generated approximately $544.4 billion in revenue in 2009, of which approximately $259.6 billion was attributed to private fleets operated by shippers and approximately $246.2 billion was attributed to for-hire truckload carriers like us. According to the ATA, approximately 68% of all freight transported in the United States (in millions of tons) in 2009 was transported by truck (truckload, less-than-truckload, and private carriers); this share is expected to increase to 70.7% by 2021. For-hire truckload carriers handled 33.1% of the nation’s freight tonnage and accounted for 37.0% of total domestic transportation revenue in 2009. The following chart demonstrates the expectation that trucking will remain the dominant form of freight transportation for at least the next decade:

Projected Growth in Freight Transportation Tonnage and Market Share

Source: ATA

(1) Truck tonnage was comprised of 48.8% truckload, 1.4% less-than-truckload, and 49.8% private fleet in 2009 and projected to be comprised of 49.8% truckload, 1.5% less-than-truckload, and 48.7% private fleet in 2021.

Truckload carriers typically transport a full trailer (or container) of freight for a single customer from origin to destination without intermediate sorting and handling. Truckload carriers provide the largest part of the transportation supply chain for most retail and manufactured goods in North America.

We compete with thousands of other truckload carriers, most of which operate fewer than 100 trucks. To a lesser extent, we compete with railroads, less-than-truckload carriers, third-party logistics providers, and other transportation companies. The 25 largest for-hire truckload carriers are estimated to comprise approximately 7.5% of the total for-hire truckload market, according to 2008 data published by the ATA. The principal means of competition in our industry are service, the ability to provide capacity when and where needed, and price. In times of strong freight demand, service and capacity become increasingly important, and in times of weak freight demand pricing becomes increasingly important. Because most truckload contracts (other than dedicated contracts) do not guarantee truck availability or load levels, pricing is influenced by supply and demand.

Since 2000, we believe our industry has encountered three major economic cycles: (1) the period of industry over-capacity and depressed freight volumes from 2000 through 2001; (2) the economic expansion from 2002 through 2006; and (3) the freight slowdown, fuel price spike, economic recession, and credit crisis from 2007 through 2009. Although it is too early to be certain, we believe the industry is entering a new economic cycle marked by a return to economic growth as well as a tighter supply of available tractors.

During the period of economic expansion of 2002 through 2006, total tonnage transported by truck increased at a compounded rate of 1.5% per year, according to the ATA. Trucking companies invested in their

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fleets during this period, with new Class 8 truck manufactures averaging approximately 215,000 units annually, according to ACT Research.

A combination of reduced demand for freight and excess supply of tractors led to a difficult trucking environment from 2007 through 2009. Total tonnage, as measured by the ATA’s seasonally adjusted for-hire index, declined 9.9% between January 2007 and June 2009. Orders of new tractors also declined as many trucking companies reduced capital expenditures to conserve cash and respond to decreasing demand fundamentals. According to ACT Research, Class 8 truck manufactures fell to approximately 94,000 units in 2009, compared with approximately 296,000 units in 2006.

The following charts demonstrate supply and demand factors in our industry that contributed to the economic cycles described above:

Source: ATA	Source: ACT Research

In the fourth quarter of 2009 and into 2010, industry freight data began to show strong positive trends. The ATA seasonally adjusted for-hire truck tonnage index increased 7.2% year-over-year in May 2010, its sixth consecutive monthly year-over-year increase. Further evidence of a rebound in the domestic freight environment can be seen in the Cass Freight Shipments Index that showed a 24.9% increase in freight expenditures for the second quarter of 2010 versus the second quarter of 2009. Further, in June, freight expenditures increased on a year-over-year basis by 28.9%. Key drivers for the positive trends were GDP growth and restocking of inventory levels.

In addition to improving freight demand, our industry is experiencing a drop in the supply of available trucks due to several years of below average truck builds and an increase in truckload fleet bankruptcies. The ATA estimated on June 25, 2010 that the total U.S. truck fleet has shrunk about 14% since hitting its peak in 2007.

For the remainder of 2010, the U.S. economy is expected to generate improvement in shipping volumes, while industry-wide new tractor orders remain depressed. The ATA expects truckload tonnage to expand 2.6% per year from 2010 through 2015 and 1.3% from 2016 through 2021, and industry-wide truckload carrier revenue is expected to expand over 5% per year from 2010 through 2021, indicating a positive rate and volume environment. Based on Class 8 truck orders, which remain depressed, we expect a more favorable relationship between freight demand and industry-wide trucking capacity than we have experienced over the past three years.

In addition to the economic cycles, our industry faces other challenges that we believe we are well-positioned to address. First, we believe that the new regulatory initiatives such as hours-of-service limitations, electric on-board recorders, and CSA 2010 may reduce the size of the driver pool. Moreover, new or changing regulatory constraints on drivers may further decrease the utilization of an already shrinking driver pool. As this occurs, we believe our driver development programs, including our driver training schools and nationwide recruiting, will become increasingly advantageous. In addition, we believe that the impact of such regulations

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will be partially mitigated by our average length of haul, regional terminal network, and less mileage-intensive operations, such as intermodal, dedicated, brokerage, and cross-border operations. Second, we believe that significant increases and rapid fluctuations in fuel prices will continue to be a challenge to the industry. We believe we can effectively address these issues through fuel surcharges, effective fuel procurement strategies and network management systems, and further developing our dedicated, intermodal, and brokerage operations. Third, the industry also faces increased prices for new revenue equipment, design changes of new engines, and volatility in the used equipment sales market. We believe that we are well-positioned to effectively address these issues because of our relatively new fleet, trade-back protections, buying power, and in-house nationwide maintenance facilities.

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Business

Our Business

We are a multi-faceted transportation services company and the largest truckload carrier in North America. At March 31, 2010, we operated approximately 12,500 company-owned tractors, 3,700 owner-operator tractors, 49,400 trailers, and 4,300 intermodal containers from 35 major terminals and multiple other locations strategically positioned throughout the United States and Mexico. During 2009, our tractors covered 1.5 billion miles and we transported or arranged approximately 3 million loads for shippers throughout North America. For the twelve months ended March 31, 2010, we generated operating revenue of approximately $2.6 billion. We believe our commitment to customer service and the size and scope of our operations provide a significant advantage over many of our competitors and make us a primary choice for major shippers. We offer customers the opportunity for “one-stop-shopping” for transporting full truckloads of product through a broad spectrum of services and equipment, including the following:

•  general truckload service;

•  dedicated truckload service;

•  cross-border Mexico truckload service;

•  rail intermodal service; and

•  non-asset based freight brokerage and logistics management service.

Our Competitive Strengths

We believe the following competitive strengths provide a solid platform for pursuing our goals and strategies:

•  North American market leader with broad terminal network and a modern fleet.  The size and scope of our operations afford us significant advantages in a fragmented truckload industry. We operate North America’s largest truckload fleet, have 35 major terminals and multiple other locations strategically positioned throughout the United States and Mexico, and offer customers “one-stop-shopping” for a broad spectrum of their truckload transportation needs. Our fleet size offers wide geographic coverage while maintaining the efficiencies associated with significant traffic density within our operating regions. Our terminals are strategically located near key population centers, driver recruiting areas, and cross-border hubs, often in close proximity to our customers. This broad network offers benefits such as in-house maintenance, more frequent equipment inspections, localized driver recruiting, rapid customer response, and personalized marketing efforts. Our size allows us to achieve substantial economies of scale in purchasing items such as tractors, trailers, containers, fuel, and tires where pricing is volume-sensitive. We believe our scale also offers additional benefits in brand awareness and access to capital. Additionally, our modern company tractor fleet, with an average age of 2.55 years for our approximately 9,000 linehaul sleeper units, lowers maintenance and repair expense, aids in driver recruitment, and increases asset utilization as compared with an older fleet.

•  High quality customer service and extensive suite of services.  Our intense focus on customer satisfaction contributed to 20 “carrier of the year” or similar awards in 2009 and has helped us establish a strong platform for cross-selling our other services. Our strong and diversified customer base, ranging from Fortune 500 companies to local shippers, has a wide variety of shipping needs, including general and specialized truckload, imports and exports, regional distribution, high-service dedicated operations, rail intermodal service, and surge capacity through fleet flexibility and brokerage and logistics operations. We believe customers continue to seek fewer transportation providers that offer a broader range of services to streamline their transportation management functions. For example, ten of our top fifteen customers used at least four of our services in the three months ended March 31, 2010. Our top fifteen customers by revenue in 2009 included Coors, Costco, Dollar Tree, Georgia-Pacific, Home Depot, Kimberly-Clark, Lowes, Menlo Logistics, Procter & Gamble, Quaker Oats, Ryder Logistics, Sears, Target, and Wal-Mart. We believe the breadth of our services helps diversify our customer base and provides us with a competitive advantage, especially for customers with multiple needs and international shipments.

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•  Strong and growing owner-operator business.  We supplement our company tractors with tractors provided by owner-operators, who operate their own tractors and are responsible for most ownership and operating expenses. We believe that owner-operators provide significant advantages that primarily arise from the entrepreneurial motivation of business ownership. Our owner-operators tend to be more experienced, have lower turnover, have fewer accidents per million miles, and produce higher weekly trucking revenue per tractor than our average company drivers. In 2009, our owner-operator tractors drove on average 34% more miles per week than our company tractors.

•  Leader in driver and owner-operator development.  Driver recruiting and retention historically have been significant challenges for truckload carriers. To address these challenges, we employ nationwide recruiting efforts through our terminal network, operate five driver training schools, maintain an active and successful owner-operator development program, provide drivers modern tractors, and employ numerous driver satisfaction policies. We believe our extensive recruiting and training efforts will become increasingly advantageous to us in periods of economic growth when employment alternatives are more plentiful and also when new regulatory requirements begin to affect the size or effective capacity of the industry-wide driver pool.

•  Experienced management aligned with corporate success.  Our management team has a proven track record of growth and cost control. The improvements we have made to our operations since going private have positioned us to benefit from the expected improvement in the freight environment. Management focuses on disciplined execution and financial performance by measuring our progress through a combination of Adjusted EBITDA growth, revenue growth, Adjusted Operating Ratio, and return on capital. We align management’s priorities with our own through equity option awards and an annual senior management incentive program linked to Adjusted EBITDA.

Our Growth Strategy

Based on our expectation of meaningful improvement in truckload volumes and pricing, our goals are to grow revenue in excess of 10% annually over the next several years, increase our profitability, and generate returns on capital in excess of our cost of capital. We believe our competitive strengths and an improving supply and demand environment in the truckload industry are aligned to support the achievement of our goals through the following strategies:

•  Profitable revenue growth.  To increase freight volumes and yield, we intend to further penetrate our existing customer base, cross-sell our services, and pursue new customer opportunities. Our superior customer service and extensive suite of truckload services continue to contribute to recent new business wins from customers such as Costco, Procter & Gamble, Caterpillar, and Home Depot. In addition, we are further enhancing our sophisticated freight selection management tools to allocate our equipment to more profitable loads and complementary lanes. As freight volumes increase, we intend to prioritize the following areas for growth:

—  Rail intermodal and port operations.  Our growing rail intermodal presence allows us to better serve customers in longer haul lanes and reduce our investment in fixed assets. Since its inception in 2005, we have grown our rail intermodal business by adding approximately 4,300 containers, and we have ordered an additional 1,000 containers for delivery between August 2010 and June 2011. We have intermodal agreements with all major U.S. railroads and recently negotiated more favorable terms with our largest intermodal provider, which has helped increase our volumes through more competitive pricing. We also expanded our presence in the short-haul drayage business at the ports of Los Angeles and Long Beach in 2008 and are evaluating additional port opportunities.

—  Dedicated services and private fleet outsourcing.  The size and scale of our fleet and terminal network allow us to provide the equipment availability and high service levels required for dedicated contracts. Dedicated contracts often are used for high-service and high-priority freight, sometimes to replace private fleets previously operated by customers. Dedicated operations generally produce higher margins and lower driver turnover than our general truckload operations. We believe these opportunities will increase in times of scarce capacity in the truckload industry.

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—  Cross-border Mexico-U.S. freight.  The combination of our U.S., cross-border, customs brokerage, and Mexican operations enables us to provide efficient door-to-door service between the United States and Mexico. We believe our sophisticated load security measures, as well as our DHS status as a C-TPAT carrier, allow us to offer more efficient service than most competitors and afford us substantial advantages with major international shippers.

—  Freight brokerage and third-party logistics.  We believe we have a substantial opportunity to continue to increase our non-asset based freight brokerage and third-party logistics services. We believe many customers increasingly seek transportation companies that offer both asset-based and non-asset based services to gain additional certainty that safe, secure, and timely truckload service will be available on demand and to reward asset-based carriers for investing in fleet assets. We intend to continue growing our transportation management and freight brokerage capability to build market share with customers, earn marginal revenue on more loads, and preserve our assets for the most attractive lanes and loads.

•  Increase asset productivity and return on capital.  We believe we have a substantial opportunity to improve the productivity and yield of our existing assets through the following measures:

—  increasing the percentage of our fleet provided by owner-operators, who generally produce higher weekly trucking revenue per tractor than our company drivers;

—  increasing company tractor utilization through measures such as equipment pools, relays, and team drivers;

—  capitalizing on a stronger freight market to increase average trucking revenue per mile by using sophisticated freight selection and network management tools to upgrade our freight mix and reduce deadhead miles;

—  maintaining discipline regarding the timing and extent of company tractor fleet growth based on availability of high-quality freight; and

—  rationalizing unproductive assets as necessary, thereby improving our return on capital.

Because of our size and operating leverage, even small improvements in our asset productivity and yield can have a significant impact on our operating results. For example, by maintaining our current fleet size and revenue per mile and simply regaining the miles per tractor we achieved in 2005 (including a 14.9% improvement in utilization with respect to active trucks and assuming a reinstatement of approximately 500 idle trucks that were parked in response to reduced freight volumes), operating revenue would increase by an estimated $425.0 million.

•  Continue to focus on efficiency and cost control.  We intend to continue to implement the Lean Six Sigma, accountability, and discipline measures that helped us improve our Adjusted Operating Ratio in 2009 and in the first quarter of 2010. We presently have ongoing efforts in the following areas that we expect will yield benefits in future periods:

—  managing the flow of our tractor capacity through our network to balance freight flows and reduce deadhead miles;

—  improving processes and resource allocation throughout our customer-facing functions to increase operational efficiencies while endeavoring to improve customer service;

—  streamlining driver recruiting and training procedures to reduce attrition costs; and

—  reducing waste in shop methods and procedures and in other administrative processes.

•  Pursue selected acquisitions.  In addition to expanding our company tractor fleet through organic growth, and to take advantage of opportunities to add complementary operations, we expect to pursue selected acquisitions. We operate in a highly fragmented and consolidating industry where we believe the size and scope of our operations afford us significant competitive advantages. Acquisitions can provide us an opportunity to expand our fleet with customer revenue and drivers already in place. In our history, we have completed twelve acquisitions, most of which were immediately integrated into our existing business. Given our size in relation to most competitors, we expect most future acquisitions

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to be integrated quickly. As with our prior acquisitions, our goal is for any future acquisitions to be accretive to our earnings within two full calendar quarters.

Mission, Vision, and Most Important Goals

Since going private in 2007, our management team has instilled a culture of discipline and accountability throughout our organization. We accomplished this in several ways. First, we established our mission, vision, purpose, and values to give the organization guidance. Second, we identified our most important goals and trained our entire organization in the discipline of executing on these goals, including focusing on our priorities, breaking down each employee’s responsibilities to identify those which contribute to achieving our priorities, creating a scoreboard of daily results, and requiring weekly reporting of recent results and plans for the next week. Third, we established cross-functional business transformation teams utilizing Lean Six Sigma techniques to analyze and enhance value streams throughout Swift. Fourth, we enhanced our annual operating plan process to break down our financial plans into budgets, metrics, goals, and targets that each department can influence and control. And finally, we developed and implemented a strategic planning and deployment process to establish actionable plans to achieve best in class performance in key areas of our business.

Our mission is to attract and retain customers by providing best in class transportation solutions and fostering a profitable, disciplined culture of safety, service, and trust. At the beginning of 2009, we defined our vision, which consists of seven primary themes:

•  we are an efficient and nimble world class service organization that is focused on the customer;

•  we are aligned and working together at all levels to achieve our common goals;

•  our team enjoys our work and co-workers and this enthusiasm resonates both internally and externally;

•  we are on the leading edge of service, always innovating to add value to our customers;

•  our information and resources can be easily adapted to analyze and monitor what is most important in a changing environment;

•  our financial health is strong, generating excess cash flows and growing profitability year-after-year with a culture that is cost-and environmentally-conscious; and

•  we train, build, and develop our employees through perpetual learning opportunities to enhance their skill sets, allowing us to maximize potential of our talented people.

For 2010, in light of our mission and vision, we defined our most important goals as follows:

•  Improving financial performance.  To improve our financial performance, we have developed and deployed several strategies, including profitable, revenue growth, improved asset utilization and return on capital, and cost reductions. We measure our performance on these strategies by Adjusted EBITDA, Adjusted Operating Ratio, revenue growth, and return on capital. Our annual incentive plans are based on achieving an Adjusted EBITDA target. In this regard, we have identified numerous specific activities as outlined in “Our Growth Strategy” section above. We also engage all of our sales personnel in specific planning of month-by-month volume and rate goals for each of their major customers and identify specific, controllable operating metrics for each of our terminal managers.

•  Customer satisfaction.  In our pursuit to be best in class, we surveyed our customers and identified areas where we can accelerate the capture of new freight opportunities, improve our customers’ experience, and profit from enhancing the value our customers receive. Based on the survey, focus areas of improvement include meeting customer commitments for on-time pick-up and delivery, improving billing accuracy, defining and documenting expectations of new customers, and enhancing responsiveness of our personnel.

•  Employee development.  We realize we are only as good as our people. We believe, by unleashing the talent of our people, we can meet and exceed our organizational goals while enabling our employees to increase their own potential. To facilitate personal and professional growth, we have implemented leadership training and other tools to enhance feedback, continual learning, and sharing of best practices.

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Operations

We provide timely, efficient, safe, and cost effective transportation solutions for customers. We create value for our customers by providing a variety of transportation services that help our customers better manage their transportation needs. Our broad spectrum of services includes the following:

•  General truckload service.  Our general truckload service consists of one-way movements over irregular routes throughout the United States and in Canada through dry van, temperature controlled, flatbed, or specialized trailers, as well as drayage operations, using both company tractors and owner-operator tractors. Our regional terminal network and operating systems enable us to enhance driver recruitment and retention by maintaining open communication lines with our drivers and by planning loads and routes that will regularly return drivers to their homes. Our operating systems provide access to current information regarding driver and equipment status and location, special load and equipment instructions, routing, and dispatching. These systems enable our operations to match available equipment and drivers to available loads and plan future loads based on the intended destinations. Our operating systems also facilitate the scheduling of regular equipment maintenance and fueling at our terminals or other locations, as appropriate, which also enhance productivity and asset utilization while reducing empty miles and repair costs.

•  Dedicated truckload service.  Through our dedicated truckload service, we devote exclusive use of equipment and offer tailored solutions under long-term contracts, generally with higher operating margins and lower driver turnover. Dedicated truckload service allows us to provide tailored solutions to meet specific customer needs. Our dedicated operations use our terminal network, operating systems, and for-hire freight volumes to source backhaul opportunities to improve asset utilization and reduce deadhead miles. In our dedicated operations, we typically provide transportation professionals on-site at each customer’s facilities and have a centralized team of transportation engineers to design transportation solutions to support private fleet conversions and/or augment customers’ transportation requirements.

•  Cross-border Mexico/U.S. truckload service.  Our growing cross-border, Mexico truckload business includes service through Trans-Mex, our wholly-owned subsidiary, which is one of the largest trucking companies in Mexico. Our Mexican operations primarily haul through commercial border crossings from Laredo, Texas westward to California. Through Trans-Mex, we can move freight efficiently across the U.S.-Mexico border, and our integrated systems allow customers to track their goods from origin to destination. Our revenue from Mexican operations was approximately $18 million in the three months ended March 31, 2010 and approximately $61 million in 2009, in each case prior to intercompany eliminations. As of March 31, 2010 and December 31, 2009, respectively, the total U.S. dollar book value of our Mexico operations long-lived assets was $47.0 million and $46.9 million.

•  Rail intermodal service.  Our rail intermodal business involves arranging for rail service for primary freight movement and related drayage service and requires lower tractor investment than general truckload service, making it one of our less asset-intensive businesses. In 2008, we expanded our presence in the short-haul, intermodal drayage business at the ports of Los Angeles, California, and Long Beach, California. With the help of our tracking and operating systems, modern equipment, employee training systems, and existing drayage capabilities, we have achieved strong growth in our drayage business at these ports. We offer “Trailer-on-Flat-Car” through our approximately 49,400 trailers and “Container-on-Flat-Car” through a 4,300 dedicated 53-foot container fleet. We expect to expand our container fleet by 600 units in the third quarter of 2010, with an additional 400 units to be added thereafter. We offer these products to and from 82 active rail ramps located across the United States and Canada. We operate our own drayage fleet and have contracts with over 350 drayage operators across North America. In 2010, we expect to complete more than 100,000 intermodal loads, and our intermodal revenue has grown over 22% per year over the past five years.

•  Non-asset based freight brokerage and logistics management services.  Through our freight brokerage and logistics management services, we offer our transportation management expertise and/or arrange for other trucking companies to haul freight that does not fit our network, earning us a revenue share with

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little investment. Our freight brokerage and logistics management services enable us to offer capacity to meet seasonal demands and surges.

•  Other revenue generating services.  In addition to the services referenced above, our services include providing tractor leasing arrangements through IEL to owner-operators, underwriting insurance through our wholly-owned captive insurance companies, and providing repair services through our maintenance and repair shops to owner-operators and other third parties.

We offer our services on a local, regional, and transcontinental basis through an established network of 35 major regional terminals and facilities located near key population centers, often in close proximity to major customers. Our fleet size and terminal network allow us to commit significant capacity to major shippers in multiple markets, while still achieving efficiencies, such as rapid customer response and fewer deadhead miles, associated with traffic density in most of our regions.

The achievement of significant regular freight volumes on high-density routes and the ability to achieve better shipment scheduling over these routes are key elements of our operating strategy. We employ network management tools to manage the complexity of operating in short-to-medium-haul traffic lanes throughout North America. Network management tools focus on four key elements:

•  Velocity — how quickly freight moves through our network;

•  Price — how the load is rated on a revenue per mile basis;

•  Lane flow — how the lane fits in our network with backhauls or continuous moves; and

•  Seasonality — how consistent the freight demand is throughout the year.

We invest in sophisticated technologies and systems that allow us to increase the utilization of our assets and our operating efficiency, improve customer satisfaction, and communicate critical information to our drivers. In virtually all of our trucks, we have installed Qualcomm^tm onboard, two-way satellite communication systems. This communication system links drivers to regional terminals and corporate headquarters, allowing us to alter routes rapidly in response to customer requirements and weather conditions and to eliminate the need for driver detours to report problems or delays. This system allows drivers to inform dispatchers and driver managers of the status of routing, loading and unloading, or the need for emergency repairs. We believe our customers, our drivers, and we benefit from this investment through service-oriented items such as on-time deliveries, continuous tracking of loads, updating of customer commitments, rapid in-cab communication of routing, fueling, and delivery instructions, and our integrated service offerings that support a paperless, electronic environment from tender of loads to collection of accounts. We reduce costs through programs that manage equipment maintenance, select fuel purchasing locations in our nationwide network of terminals and approved truck stops, and inform us of inefficient or undesirable driving behaviors that are monitored and reported through electronic engine sensors. We believe our technologies and systems are superior to those employed by most of our smaller competitors.

Our trailers and containers are virtually all equipped with Qualcomm^tm trailer-tracking devices, which allow us, via satellite, to monitor locations of empty and loaded equipment, as well as to receive notification if a unit is moved outside of the electronic geofence encasing each piece of equipment. This enables us to more efficiently utilize equipment, by identifying unused units, and enhances our ability to charge for units detained by customers. This technology has enabled us to reduce theft as well as to locate units hijacked with merchandise on board.

Owner-Operators

In addition to the company drivers we employ, we enter into contracts with owner-operators. Owner-operators operate their own tractors (although some employ drivers they hire) and provide their services to us under contractual arrangements. They are responsible for most ownership and operating expenses and are compensated by us primarily on a rate per mile basis. By operating safely and productively, owner-operators can improve their own profitability and ours. We believe that our owner-operator fleet provides significant advantages that primarily arise from the motivation of business ownership. Owner-operators tend to be more experienced, produce more miles-per-truck per-week, and cause fewer accidents-per-million miles than average company drivers, thus providing better profitability and financial returns. As of March 31, 2010, owner-

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operators comprised approximately 23% of our total fleet, as measured by tractor count. If we are unable to continue to contract with a sufficient number of owner-operators or fleet operators, it could adversely affect our operations and profitability.

We provide tractor financing to independent owner-operators through our subsidiary, IEL. IEL generally leases premium equipment from the original equipment manufacturers and subleases the equipment to owner-operators. The owner-operators are qualified based on their driving and safety records. In our experience, we have lower turnover among owner-operators who obtain their financing through IEL than with our other owner-operators and our company drivers. In the event of default, IEL regains possession of the tractor and subleases it to a replacement owner-operator.

Additional services offered to owner-operators include insurance, maintenance, and fuel pass-throughs. Through our wholly-owned insurance captive subsidiary, Mohave, we offer owner-operators occupational-accident, physical damage, and other types of insurance. Owner-operators also are enabled to procure maintenance services at our in-house shops and fuel at our terminals. We believe we provide these services at competitive and attractive prices to our owner-operators that also enable us to earn additional revenue and margin.

Customers and Marketing

Customer satisfaction is an important priority for us, which is demonstrated by the 20 “carrier of the year” or similar awards we have received from customers in 2009 and eight awards we have received to date in 2010. Such achievements have helped us maintain a large and stable customer base featuring Fortune 500 and other leading companies from a number of different industries. Our top fifteen customers by revenue in 2009 included Coors, Costco, Dollar Tree, Georgia-Pacific, Home Depot, Kimberly-Clark, Lowes, Menlo Logistics, Procter & Gamble, Quaker Oats, Ryder Logistics, Sears, Target, and Wal-Mart. Our top fifteen customers have used our services for an average of over ten years. The principal types of freight we transport include discount and other retail merchandise, perishable and non-perishable food, beverages and beverage containers, paper and packaging products, consumer non-durable products, manufactured goods, automotive goods, and building materials. Consistent with industry practice, our typical customer contracts (other than dedicated contracts) do not guarantee shipment volumes by our customers or truck availability by us. This affords us and our customers some flexibility to negotiate rates up or down in response to changes in freight demand and industry-wide truck capacity. We believe our fleet capacity terminal network, customer service, and breadth of services offer a competitive advantage to major shippers, particularly in times of rising freight volumes when shippers must access capacity quickly across multiple facilities and regions.

We concentrate our marketing efforts on expanding the amount of service we provide to existing customers, as well as on establishing new customers with shipment needs that complement our terminal network and existing routes. At March 31, 2010, we had a sales staff of approximately 50 individuals across the United States and Mexico, who work closely with senior management to establish and expand accounts.

When soliciting new customers, we concentrate on attracting non-cyclical, financially stable organizations that regularly ship multiple loads from locations that complement traffic flows of our existing business. Customer shipping point locations are regularly monitored, and, as shipping patterns of existing customers expand or change, we attempt to obtain additional customers that will complement the new traffic flow. Through this strategy, we attempt to increase equipment utilization and reduce deadhead miles.

Our strategy of growing business with existing customers provides us with a significant base of revenue. For the three months ended March 31, 2010, and during 2009, respectively, our top 25 customers generated approximately 53% and 54% of our total revenue, and our top 200 customers accounted for approximately 89% and 89% of our total revenue.

Wal-Mart and its subsidiaries, our largest customer, and a customer we have had for over 19 years, accounted for approximately 10% of our operating revenue for both the three months ended March 31, 2010 and 2009, and approximately 10%, 11%, and 14% of our operating revenue for the years ended December 31, 2009, 2008, and pro forma 2007, respectively. No other customer accounted for more than 10% of our actual or pro forma operating revenue during any of the three years ended December 31, 2009, 2008, or 2007, nor for the three months ended March 31, 2010 and 2009.

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Revenue Equipment

We operate a modern company tractor fleet to help attract and retain drivers, promote safe operations, and reduce maintenance and repair costs. We believe our modern fleet offers at least four key advantages over competitors with older fleets. First, newer tractors typically have lower operating costs. Second, newer tractors require fewer repairs and are available for dispatch more of the time. Third, newer tractors typically are more attractive to drivers. Fourth, we believe many competitors that allowed their fleets to age excessively will face a deferred capital expenditure spike accompanied by difficulty in replacing their tractors because new tractor prices have increased, the value received for the old tractors will be low, and financing sources have diminished. The following table shows the type and age of our owned and leased tractors and trailers at March 31, 2010:

Model Year	Tractors(1)		Trailers
2011		184		360
2010		623		110
2009		3,818		4,290
2008		3,386		1,814
2007		2,182		40
2006		502		5,454
2005		855		1,582
2004		281		1,093
2003		179		2,954
2002 and prior		479		31,739
Total		12,489		49,436

(1) Excludes 3,731 owner-operator tractors.

We typically purchase tractors and trailers manufactured to our specifications. We follow a comprehensive maintenance program designed to reduce downtime and enhance the resale value of our equipment. In addition to our major maintenance facilities in Phoenix, Arizona, Memphis, Tennessee, and Greer, South Carolina, we perform routine servicing and maintenance of our equipment at most of our regional terminal facilities, in an effort to avoid costly on-road repairs and deadhead miles. The contracts governing our equipment purchases typically contain specifications of equipment, projected delivery dates, warranty terms, and trade or return conditions, and are typically cancelable upon 90 days’ notice without penalty.

Our current tractor trade-in cycle ranges from approximately 36 months to 60 months, depending on equipment type and usage. Management believes this tractor trade cycle is appropriate based on current maintenance costs, capital requirements, prices of new and used tractors, and other factors, but we will continue to evaluate the appropriateness of our tractor trade cycle. We balance the lower maintenance costs of a shorter tractor trade cycle against the lower capital expenditure and financing costs of a longer tractor trade cycle.

In addition, we seek to improve asset utilization by matching available tractors with tendered freight and using untethered trailer tracking to identify the location, loaded status, and availability for dispatch of our approximately 49,400 trailers and 4,300 intermodal containers. We believe this information enables our planners to manage our equipment more efficiently by enabling drivers to quickly locate the assigned trailer, reduce unproductive time during available hours of service, and bill for detention charges when appropriate. It also allows us to reduce cargo losses through trailer theft prevention, and to mitigate cargo claims through recovery of stolen trailers.

Employees

Terminal staff

Our larger terminals are staffed with terminal managers, fleet managers, driver managers, and customer service representatives. Our terminal managers work with driver managers, customer service representatives,

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and other operations personnel to coordinate the needs of both our customers and our drivers. Terminal managers also are responsible for soliciting new customers and serving existing customers in their areas. Each fleet manager supervises approximately five driver managers at our larger terminals. Each driver manager is responsible for the general operation of approximately 40 trucks and their drivers, focusing on driver retention, productivity per truck, routing, fuel consumption and efficiency, safety, and scheduled maintenance. Customer service representatives are assigned specific customers to ensure specialized, high-quality service and frequent customer contact.

Company drivers

All of our drivers must meet or exceed specific guidelines relating primarily to safety records, driving experience, and personal evaluations, including a physical examination and mandatory drug and alcohol testing. Upon being hired, drivers are to be trained in our policies and operations, safety techniques, and fuel-efficient operation of the equipment. All new drivers must pass a safety test and have a current Commercial Drivers License, or CDL. In addition, we have ongoing driver efficiency and safety programs to ensure that our drivers comply with our safety procedures.

Senior management is actively involved in the development and retention of drivers. Recognizing the continuing need for qualified drivers, we have established five driver training academies across the country. Our academies are strategically located in areas where external driver-training organizations are lacking. In other areas of the country, we have contracted with driver-training schools, which are managed by outside organizations such as local community colleges. Candidates for the schools must be at least 23 years old with a minimum of a high school education or equivalent, pass a basic skills test, and pass the DOT physical examination, which includes drug and alcohol screening. Students are required to complete three weeks of classroom study and spend a minimum of 240 hours driving with an experienced trainer.

In order to attract and retain qualified drivers and promote safe operations, we purchase high quality tractors equipped with optional comfort and safety features, such as air ride suspension, air conditioning, high quality interiors, power steering, engine brakes, and raised-roof, double-sleeper cabs. We base our drivers at terminals and monitor each driver’s location on our computer system. We use this information to schedule the routing for our drivers so they can return home regularly. The majority of company drivers are compensated based on dispatched miles, loading/unloading, and number of stops or deliveries, plus bonuses. The driver’s base pay per mile increases with the driver’s length of experience, as augmented by the ranking system described below. Drivers employed by us are eligible to participate in company-sponsored health, life, and dental insurance plans and are eligible to participate in our 401(k) plan subject to customary enrollment terms.

We believe our driver-training programs, driver compensation, regionalized operations, trailer tracking, and late-model equipment provide important incentives to attract and retain qualified drivers. We have made a concerted effort to reduce the level of driver turnover and increase our driver satisfaction. We have recently implemented a driver ranking program that ranks drivers into five categories based on criteria for safety, legal operation, customer service, and number of miles driven. The higher rankings provide drivers with additional benefits and/or privileges, such as special recognition, the ability to self-select freight, and the opportunity for increased pay when pay raises are given. We monitor the effectiveness of our driver programs by measuring driver turnover and actively addressing issues that may cause driver turnover to increase. Given the recent recession and softness in the labor market since the beginning of 2008, voluntary driver turnover has been significantly lower than historical levels. We have taken advantage of this opportunity to upgrade our driving workforce, but no assurance can be given that a shortage of qualified drivers will not adversely affect us in the future.

Employment

As of March 31, 2010, we employed approximately 15,800 employees, of whom approximately 12,300 were drivers (including driver trainees), 1,200 were technicians and other equipment maintenance personnel, and the balance were support personnel, such as corporate managers and sales and administrative personnel. As of March 31, 2010, our 700 Trans-Mex drivers were our only employees represented by a union.

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Safety and Insurance

We take pride in our safety-oriented culture and maintain an active safety and loss-prevention program at each of our terminals. We have terminal and regional safety management personnel that focus on loss prevention for their designated facilities. We also equip our tractors with many safety features, such as roll-over stability devices and critical-event recorders, to help prevent, or reduce the severity of, accidents.

We self-insure for a significant portion of our claims exposure and related expenses. We currently carry six main types of insurance, which generally have the following self-insured retention amounts, maximum benefits per claim, and other limitations:

•  automobile liability, general liability, and excess liability — $150.0 million of coverage per occurrence, subject to a $10.0 million per-occurrence, self-insured retention;

•  cargo damage and loss — $2.0 million limit per truck or trailer with a $10.0 million limit per occurrence; provided that there is a $250,000 limit for tobacco loads and a $250,000 self-insured retention for all perils;

•  property and catastrophic physical damage — $150.0 million limit for property and $100.0 million limit for vehicle damage, excluding over the road exposures, subject to a $1.0 million self-insured retention;

•  workers’ compensation/employers liability — statutory coverage limits; employers liability of $1.0 million bodily injury by accident and disease, subject to a $5.0 million self-insured retention for each accident or disease;

•  employment practices liability — primary policy with a $10.0 million limit subject to a $2.5 million self-insured retention; we also have an excess liability policy that provides coverage for the next $7.5 million of liability for a total coverage limit of $17.5 million; and

•  health care — we self-insure for the first $400,000 of each employee health care claim and maintain commercial insurance for the balance.

In June 2006, we started to insure certain casualty risks through our wholly-owned captive insurance company, Mohave. In addition to insuring a proportionate share of our corporate casualty risk, Mohave provides insurance coverage to certain of our and our affiliated companies’ owner-operators in exchange for insurance premiums paid to Mohave by the owner-operators. In February 2010, we initiated operations of a second wholly-owned captive insurance subsidiary, Red Rock. Beginning in 2010, Red Rock and Mohave will each insure a share of our automobile liability risk.

While under dispatch and furthering our business, our owner-operators are covered by our liability coverage and self-insurance retentions. However, each is responsible for physical damage to his or her own equipment, occupational accident coverage, liability exposure while the truck is used for non-company purposes, and, in the case of fleet operators, any applicable workers’ compensation requirements for their employees.

We regulate the speed of our company tractors to a maximum of 62 miles per hour and have adopted a speed limit of 68 miles per hour for owner-operator tractors through their contractual terms with us. These adopted speed limits are below the limits established by statute in many states. We believe our adopted speed limits reduce the frequency and severity of accidents, enhance fuel efficiency, and reduce maintenance expense, when compared to operating without our imposed speed limits. Substantially all of our company tractors are equipped with electronically-controlled engines that are set to limit the speed of the vehicle.

Fuel

We actively manage our fuel purchasing network in an effort to maintain adequate fuel supplies and reduce our fuel costs. In 2009, we purchased approximately 30% of our fuel in bulk at 37 Swift and dedicated customer locations across the United States and Mexico and substantially all of the rest of our fuel through a network of retail truck stops with which we have negotiated volume purchasing discounts. The volumes we purchase at terminals and through the fuel network vary based on procurement costs and other factors. We seek to reduce our fuel costs by routing our drivers to truck stops when fuel prices at such stops are cheaper than the bulk rate paid for fuel at our terminals. We store fuel in underground storage tanks at four of our bulk

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fueling terminals and in above-ground storage tanks at our other bulk fueling terminals. In addition, we store fuel for our use at the Salt Lake City, Utah and Houston, Texas terminal locations of Central Refrigerated Services, Inc. and Central Freight Lines, Inc., respectively, which are transportation companies controlled by Mr. Moyes. We believe that we are in substantial compliance with applicable environmental laws and regulations relating to the storage of fuel.

Shortages of fuel, increases in fuel prices, or rationing of petroleum products could have a material adverse effect on our operations and profitability. In response to increases in fuel costs, we utilize a fuel surcharge program to pass on the majority of the increases in fuel costs to our customers. We believe that our most effective protection against fuel cost increases is to maintain a fuel-efficient fleet and to continue our fuel surcharge program. However, there can be no assurance that fuel surcharges will adequately cover potential future increases in fuel prices. We generally have not used derivative instruments as a hedge against higher fuel costs in the past, but continue to evaluate this possibility. We have contracted with some of our fuel suppliers to buy limited quantities of fuel at a fixed price or within banded pricing for a specific period, usually not exceeding twelve months, to mitigate the impact of rising fuel costs on miles not covered by fuel surcharges.

Seasonality

In the transportation industry, results of operations generally show a seasonal pattern. As customers ramp up for the holiday season at year-end, the late third and fourth quarters have historically been our strongest volume quarters. As customers reduce shipments after the winter holiday season, the first quarter has historically been a lower volume quarter for us than the other three quarters. In 2007 and 2008, the traditional surge in volume in the third and fourth quarters did not occur due to the economic recession. In the eastern and midwestern United States, and to a lesser extent in the western United States, during the winter season, our equipment utilization typically declines and our operating expenses generally increase, with fuel efficiency declining because of engine idling and harsh weather sometimes creating higher accident frequency, increased claims, and more equipment repairs. Our revenue also may be affected by bad weather and holidays as a result of curtailed operations or vacation shutdowns, because our revenue is directly related to available working days of shippers. From time to time, we also suffer short-term impacts from weather-related events such as tornadoes, hurricanes, blizzards, ice storms, floods, fires, earthquakes, and explosions that could harm our results of operations or make our results of operations more volatile.

Regulation

Our operations are regulated and licensed by various government agencies in the United States, Mexico, and Canada. Our company drivers and owner-operators must comply with the safety and fitness regulations of the DOT, including those relating to drug- and alcohol-testing and hours-of-service. Weight and equipment dimensions also are subject to government regulations. We also may become subject to new or more restrictive regulations relating to fuel emissions, drivers’ hours-of-service, driver eligibility requirements, on-board reporting of operations, collective bargaining, ergonomics, and other matters affecting safety or operating methods. Other agencies, such as the EPA and DHS, also regulate our equipment, operations, and drivers.

The DOT, through the FMCSA, imposes safety and fitness regulations on us and our drivers. Rules that limit driver hours-of-service were adopted by the FMCSA in 2004 and subsequently modified in 2005 before portions of the rules were vacated by a federal court in July 2007. Two of the key portions that were vacated include the expansion of the driving day from 10 hours to 11 hours, and the “34-hour restart,” which allowed drivers to restart calculations of the weekly on-time limits after the driver had at least 34 consecutive hours off duty. In November 2008, the FMCSA published its final rule, which retains the 11-hour driving day and the 34-hour restart. However, advocacy groups have continually challenged the final rule, and the hours-of-service rules are still under review by the FMCSA. In April 2010, the FMCSA issued a final rule applicable to carriers with a history of serious hours-of-service violations, which includes new performance standards for electronic, on-board recorders (which record information relating to hours-of-service, among other information) installed on or after June 4, 2012. We believe a decision to significantly change the hours-of-service final rule would decrease productivity and cause some loss of efficiency, as drivers and shippers may need to be retrained,

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computer programming may require modifications, additional drivers may need to be employed, additional equipment may need to be acquired, and some shipping lanes may need to be reconfigured.

CSA 2010 introduces a new enforcement and compliance model that will rank both fleets and individual drivers on seven categories of safety-related data and will eventually replace the current Safety Status measurement system, or SafeStat. The seven categories of safety-related data, known as Behavioral Analysis and Safety Improvement Categories, or BASICs, include Unsafe Driving, Fatigued Driving (Hours-of-Service), Driver Fitness, Controlled Substances/Alcohol, Vehicle Maintenance, Cargo-Related, and Crash Indicator. Under the new regulations, the methodology for determining a carrier’s DOT safety rating will be expanded to include the on-road safety performance of the carrier’s drivers. The new regulation will be implemented in the second half of 2010 and enforcement will begin in 2011. Delays already have taken place in the implementation and enforcement dates, and there is no assurance that these dates will not further change. As a result of these new regulations, including the expanded methodology for determining a carrier’s DOT safety rating, there may be an adverse effect on our DOT safety rating. We currently have a satisfactory DOT rating, which is the highest available rating. There are three safety ratings assigned to motor carriers: “satisfactory,” “conditional,” which means that there are deficiencies requiring correction, but not so significant to warrant loss of carrier authority, and “unsatisfactory,” which is the result of acute deficiencies and would lead to revocation of carrier authority. A conditional or unsatisfactory DOT safety rating could adversely affect our business because some of our customer contracts require a satisfactory DOT safety rating, and a conditional or unsatisfactory rating could negatively impact or restrict our operations. In addition, there is a possibility that a drop to conditional status could affect our ability to self-insure for personal injury and property damage relating to the transportation of freight, which could cause our insurance costs to increase. Finally, proposed FMCSA rules and practices followed by regulators may require us to install electronic, on-board recorders in our tractors if we receive an adverse change in our safety rating.

The TSA has adopted regulations that require a determination by the TSA that each driver who applies for or renews his or her license for carrying hazardous materials is not a security threat. This could reduce the pool of qualified drivers, which could require us to increase driver compensation, limit our fleet growth, or allow trucks to be idled. These regulations also could complicate the matching of available equipment with hazardous material shipments, thereby increasing our response time on customer orders and our deadhead miles. As a result, it is possible we may fail to meet the needs of our customers or may incur increased expenses to do so.

We are subject to various environmental laws and regulations dealing with the hauling and handling of hazardous materials, fuel storage tanks, emissions from our vehicles and facilities, engine-idling, discharge and retention of storm water, and other environmental matters that involve inherent environmental risks. We have instituted programs to monitor and control environmental risks and maintain compliance with applicable environmental laws. As part of our safety and risk management program, we periodically perform internal environmental reviews. We are a Charter Partner in the EPA’s SmartWay Transport Partnership, a voluntary program promoting energy efficiency and air quality. We believe that our operations are in substantial compliance with current laws and regulations and do not know of any existing environmental condition that would reasonably be expected to have a material adverse effect on our business or operating results. If we are found to be in violation of applicable laws or regulations, we could be subject to costs and liabilities, including substantial fines or penalties or civil and criminal liability, any of which could have a material adverse effect on our business and operating results.

We maintain bulk fuel storage and fuel islands at many of our terminals. We also have vehicle maintenance, repair, and washing operations at some of our facilities. Our operations involve the risks of fuel spillage or seepage, discharge of contaminants, environmental damage, and hazardous waste disposal, among others. Some of our operations are at facilities where soil and groundwater contamination have occurred, and we or our predecessors have been responsible for remediating environmental contamination at some locations.

We would be responsible for the cleanup of any releases caused by our operations or business, and in the past we have been responsible for the costs of clean up of cargo and diesel fuel spills caused by traffic accidents or other events. We transport a small amount of environmentally hazardous materials. We generally transport only hazardous material rated as low-to-medium-risk, and less than 1% of our total shipments contain

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any hazardous materials. If we are found to be in violation of applicable laws or regulations, we could be subject to liabilities, including substantial fines or penalties or civil and criminal liability. We have paid penalties for spills and violations in the past.

EPA regulations limiting exhaust emissions became effective in 2002 and became more restrictive for engines manufactured in 2007 and again for engines manufactured after January 1, 2010. On May 21, 2010, President Obama signed an executive memorandum directing the NHTSA and the EPA to develop new, stricter fuel-efficiency standards for heavy trucks, beginning in 2014. California adopted new performance requirements for diesel trucks, with targets to be met between 2011 and 2023. In December 2008, California also adopted new trailer regulations, which require all 53-foot or longer box-type trailers (dry vans and refrigerated vans) that operate at least some of the time in California (no matter where they are registered) to meet specific aerodynamic efficiency requirements when operating in California. California-based refrigerated trailers were required to register with California Air Regulations Board by July 31, 2009, and enforcement for those trailers began in August 2009. Beginning January 1, 2010, 2011 model year and newer 53-foot or longer box-type trailers subject to the California regulations were required to be either SmartWay certified or equipped with low-rolling, resistance tires and retrofitted with SmartWay-approved, aerodynamic technologies. Beginning December 31, 2012, pre-2011 model year 53-foot or longer box-type trailers (with the exception of certain 2003 to 2008 refrigerated van trailers) must meet the same requirements as 2011 model year and newer trailers or have prepared and submitted a compliance plan, based on fleet size, that allows them to phase in their compliance over time. Compliance requirements for 2003 to 2008 refrigerated van trailers will be phased in between 2017 and 2019. Federal and state lawmakers also have proposed potential limits on carbon emissions under a variety of climate-change proposals. Compliance with such regulations has increased the cost of our new tractors, may increase the cost of any new trailers that will operate in California, may require us to retrofit certain of our pre-2011 model year trailers that operate in California, and could impair equipment productivity and increase our operating expenses. These adverse effects, combined with the uncertainty as to the reliability of the newly-designed, diesel engines and the residual values of these vehicles, could materially increase our costs or otherwise adversely affect our business or operations.

Certain states and municipalities continue to restrict the locations and amount of time where diesel-powered tractors, such as ours, may idle, in order to reduce exhaust emissions. These restrictions could force us to alter our operations.

In addition, increasing efforts to control emissions of greenhouse gases are likely to have an impact on us. The EPA has announced a finding relating to greenhouse gas emissions that may result in promulgation of greenhouse gas air quality standards. Federal and state lawmakers are also considering a variety of climate-change proposals. New greenhouse gas regulations could increase the cost of new tractors, impair productivity, and increase our operating expenses.

Properties

Our headquarters is situated on approximately 118 acres in the southwestern part of Phoenix, Arizona. Our headquarters consists of a three story administration building with 126,000 square feet of office space; repair and maintenance buildings with 106,000 square feet; a 20,000 square-foot drivers’ center and restaurant; an 8,000 square-foot recruiting and training center; a 6,000 square foot warehouse; a 140,000 square-foot, three-level parking facility; a two-bay truck wash; and an eight-lane fueling facility.

We have terminals throughout the continental United States and Mexico. A terminal may include customer service, marketing, fuel, and repair facilities. We also operate driver training schools in Phoenix, Arizona and several other cities. We believe that substantially all of our property and equipment is in good condition, subject to normal wear and tear, and that our facilities have sufficient capacity to meet our current needs. From time to time, we may invest in additional facilities to meet the needs of our business as we

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pursue additional growth. The following table provides information regarding our 35 major terminals in the United States and Mexico, as well as our driving academies and certain other locations:

	Owned
Location	or Leased	Description of Activities at Location
Western region
Arizona — Phoenix	Owned	Customer Service, Marketing, Administration, Fuel, Repair, Driver Training School
California — Fontana	Owned	Customer Service, Marketing, Fuel, Repair
California — Lathrop	Owned	Customer Service, Marketing, Fuel, Repair
California — Mira Loma	Owned	Fuel, Repair
California — Otay Mesa	Owned	Customer Service
California — Wilmington	Owned	Customer Service, Fuel, Repair
California — Willows	Owned	Customer Service, Fuel, Repair
Colorado — Denver	Owned	Customer Service, Marketing, Fuel, Repair
Idaho — Lewiston	Owned/Leased	Customer Service, Marketing, Fuel, Repair, Driver Training School
Nevada — Sparks	Owned	Customer Service, Fuel, Repair
New Mexico — Albuquerque	Owned	Customer Service, Fuel, Repair
Oklahoma — Oklahoma City	Owned	Customer Service, Marketing, Fuel, Repair
Oregon — Troutdale	Owned	Customer Service, Marketing, Fuel, Repair
Texas — El Paso	Owned	Customer Service, Marketing, Fuel, Repair
Texas — Houston	Leased	Customer Service, Repair, Fuel
Texas — Lancaster	Owned	Customer Service, Marketing, Fuel, Repair
Texas — Laredo	Owned	Customer Service, Marketing, Fuel, Repair
Texas — San Antonio	Leased	Driver Training School, Fuel
Utah — Salt Lake City	Owned	Customer Service, Marketing, Fuel, Repair
Washington — Sumner	Owned	Customer Service, Marketing, Fuel, Repair
Eastern region
Florida — Ocala	Owned	Customer Service, Marketing, Fuel, Repair
Georgia — Decatur	Owned	Customer Service, Marketing, Fuel, Repair
Illinois — Manteno	Owned	Customer Service, Fuel, Repair
Indiana — Gary	Owned	Customer Service, Fuel, Repair
Kansas — Edwardsville	Owned	Customer Service, Marketing, Fuel, Repair
Michigan — New Boston	Owned	Customer Service, Marketing, Fuel, Repair
Minnesota — Inver Grove Heights	Owned	Customer Service, Marketing, Fuel, Repair
New Jersey — Avenel	Owned	Customer Service, Repair
New York — Syracuse	Owned	Customer Service, Marketing, Fuel, Repair
Ohio — Columbus	Owned	Customer Service, Marketing, Fuel, Repair
Pennsylvania — Jonestown	Owned	Customer Service, Fuel, Repair
South Carolina — Greer	Owned	Customer Service, Marketing, Fuel, Repair
Tennessee — Memphis	Owned	Customer Service, Marketing, Fuel, Repair
Tennessee — Millington	Leased	Driver Training School
Virginia — Richmond	Owned/Leased	Customer Service, Marketing, Fuel, Repair, Driver Training School
Wisconsin — Town of Menasha	Owned	Customer Service, Marketing, Fuel, Repair
Mexico
Tamaulipas — Nuevo Laredo	Owned	Customer Service, Marketing, Fuel, Repair
Sonora — Nogales	Leased	Customer Service, Repair
Nuevo Leon — Monterrey	Owned	Customer Service, Administration

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In addition to the facilities listed above, we own parcels of vacant land as well as several non-operating facilities in various locations around the United States, and we maintain various drop yards throughout the United States and Mexico. As of March 31, 2010, our aggregate monthly rent for all leased properties was $192,807 with varying terms expiring through December 2013.

Legal Proceedings

We are involved in litigation and claims primarily arising in the normal course of business, which include claims for personal injury or property damage incurred in the transportation of freight. Our insurance program for liability, physical damage, and cargo damage involves self-insurance with varying risk retention levels. Claims in excess of these risk retention levels are covered by insurance in amounts that management considers to be adequate. Based on its knowledge of the facts and, in certain cases, advice of outside counsel, management believes the resolution of claims and pending litigation, taking into account existing reserves, will not have a material adverse effect on us. See “— Safety and Insurance.” In addition, we are involved in the following litigation:

2004 owner-operator class action litigation

On January 30, 2004, a class action lawsuit was filed by Leonel Garza on behalf of himself and all similarly situated persons against Swift Transportation: Garza vs. Swift Transportation Co., Inc., Case No. CV07-0472. The putative class involves certain owner-operators who contracted with us under a 2001 Contractor Agreement that was in place for one year. The putative class is alleging that we should have reimbursed owner-operators for actual miles driven rather than the contracted and industry standard remuneration based upon dispatched miles. The trial court denied plaintiff’s petition for class certification, the plaintiff appealed, and on August 6, 2008, the Arizona Court of Appeals issued an unpublished Memorandum Decision reversing the trial court’s denial of class certification and remanding the case back to the trial court. On November 14, 2008, we filed a petition for review to the Arizona Supreme Court regarding the issue of class certification as a consequence of the denial of the Motion for Reconsideration by the Court of Appeals. On March 17, 2009, the Arizona Supreme Court granted our petition for review, and on July 31, 2009, the Arizona Supreme Court vacated the decision of the Court of Appeals opining that the Court of Appeals had no authority to reverse the trial court’s original denial of class certification and remanded the matter back to the trial court for further evaluation and determination. The Court of Appeals’ decision pertains only to the issue of class certification, and we retain all of our defenses against liability and damages. Based on its knowledge of the facts and advice of outside counsel, management does not believe the outcome of this litigation is likely to have a material adverse effect on us. However, the final disposition of this case and the impact of such final disposition cannot be determined at this time.

Driving academy class action litigation

On March 11, 2009, a class action lawsuit was filed by Michael Ham, Jemonia Ham, Dennis Wolf, and Francis Wolf on behalf of themselves and all similarly situated persons against Swift Transportation: Michael Ham, Jemonia Ham, Dennis Wolf and Francis Wolf v. Swift Transportation Co., Inc., Case No. 2:09-cv-02145-STA-dkv, or the Ham Complaint. The case was filed in the United States District Court for the Western Section of Tennessee Western Division. The putative class involves former students of our Tennessee driving academy who are seeking relief against us for the suspension of their CDLs and any CDL retesting that may be required of the former students by the relevant state department of motor vehicles. The allegations arise from the Tennessee Department of Safety, or TDOS, having released a general statement questioning the validity of CDLs issued by the State of Tennessee in connection with the Swift Driving Academy located in the State of Tennessee. We have filed an answer to the Ham Complaint. We also have filed a cross-claim against the Commissioner of the TDOS, or the Commissioner, for a judicial declaration and judgment that we did not engage in any wrongdoing as alleged in the complaint and a grant of injunctive relief to compel the Commissioner to redact any statements or publications that allege wrongdoing by us and to issue corrective statements to any recipients of any such publications. The issue of class certification must first be resolved before the court will address the merits of the case, and we retain all of our defenses against liability and damages pending a determination of class certification.

On or about April 23, 2009, two class action lawsuits were filed against us in New Jersey and Pennsylvania, respectively: Michael Pascarella, et al. v. Swift Transportation Co., Inc., Sharon A. Harrington,

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Chief Administrator of the New Jersey Motor Vehicle Commission, and David Mitchell, Commissioner of the Tennessee Department of Safety, Case No. 09-1921(JBS), in the United States District Court for the District of New Jersey, or the Pascarella Complaint; and Shawn McAlarnen et al. v. Swift Transportation Co., Inc., Janet Dolan, Director of the Bureau of Driver Licensing of The Pennsylvania Department of Transportation, and David Mitchell, Commissioner of the Tennessee Department of Safety, Case No. 09-1737 (E.D. Pa.), in the United States District Court for the Eastern District of Pennsylvania, or the McAlarnen Complaint. Both putative class action complaints involve former students of our Tennessee driving academy who are seeking relief against us, the TDOS, and the state motor vehicle agencies for the threatened suspension of their CDLs and any CDL retesting that may be required of the former students by the relevant state department of motor vehicles. The potential suspension and CDL re-testing was initiated by certain states in response to a general statement by the TDOS questioning the validity of CDL licenses the State of Tennessee issued in connection with the Swift Driving Academy located in Tennessee. The Pascarella Complaint and the McAlarnen Complaint are both based upon substantially the same facts and circumstances as alleged in the Ham Complaint. The only notable difference among the three complaints is that both the Pascarella and McAlarnen Complaints name the local motor vehicles agency and the TDOS as defendants, whereas the Ham Complaint does not. We deny the allegations of any alleged wrongdoing and intend to vigorously defend our position. The McAlarnen Complaint has been dismissed without prejudice because the McAlarnen plaintiff has elected to pursue the Director of the Bureau of Driver Licensing of the Pennsylvania Department of Transportation for damages. We have filed an answer to the Pascarella Complaint. We also have filed a cross-claim against the Commissioner for a judicial declaration and judgment that we did not engage in any wrongdoing as alleged in the complaint and a request for injunctive relief to compel the Commissioner to redact any statements or publications that allege wrongdoing by us to issue corrective statements to any recipients of any such publications.

On May 29, 2009, we were served with two additional class action complaints involving the same alleged facts as set forth in the Ham Complaint and the Pascarella Complaint. The two matters are (i) Gerald L. Lott and Francisco Armenta on behalf of themselves and all others similarly situated v. Swift Transportation Co., Inc. and David Mitchell the Commissioner of the Tennessee Department of Safety, Case No. 2:09-cv-02287, filed on May 7, 2009 in the United States District Court for the Western District of Tennessee, or the Lott Complaint; and (ii) Marylene Broadnax on behalf of herself and all others similarly situated v. Swift Transportation Corporation, Case No. 09-cv-6486-7, filed on May 22, 2009 in the Superior Court of Dekalb County, State of Georgia, or the Broadnax Complaint. While the Ham Complaint, the Pascarella Complaint, and the Lott Complaint all were filed in federal district courts, the Broadnax Complaint was filed in state court. As with all of these related complaints, we have filed an answer to the Lott Complaint and the Broadnax Complaint. We also have filed a cross-claim against the Commissioner for a judicial declaration and judgment that we did not engage in any wrongdoing as alleged in the complaint and a request for injunctive relief to compel the Commissioner to redact any statements or publications that allege wrongdoing by us and to issue corrective statements to any recipients of any such publications.

The Pascarella Complaint, the Lott Complaint, and the Broadnax Complaint are consolidated with the Ham Complaint in the United States District Court for the Western District of Tennessee and discovery is ongoing.

In connection with the above referenced class action lawsuits, on June 21, 2009, we filed a Petition for Access to Public Records against the Commissioner. Since the inception of these class action lawsuits, we have made numerous requests to the TDOS for copies of any records that may have given rise to TDOS questioning the validity of CDLs issued by the State of Tennessee in connection with the Swift Driving Academy located in the State of Tennessee. As a consequence of TDOS’s failure to provide any such information, we filed a petition against TDOS for violation of Tennessee’s Public Records Act. In response to our petition for access to public records, TDOS delivered certain documents to us.

We intend to vigorously defend against certification of the class for all of the foregoing class action lawsuits as well as the allegations made by the plaintiffs should the class be certified. For the consolidated case described above, the issue of class certification must first be resolved before the court will address the merits of the case, and we retain all of our defenses against liability and damages pending a determination of class certification. Based on its knowledge of the facts and advice of outside counsel, management does not

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believe the outcome of this litigation is likely to have a material adverse effect on us; however, the final disposition of this case and the impact of such final disposition cannot be determined at this time.

Owner-operator misclassification class action litigation

On December 22, 2009, a class action lawsuit was filed against Swift Transportation and IEL: John Doe 1 and Joseph Sheer v. Swift Transportation Co., Inc., and Interstate Equipment Leasing, Inc.: Case No. 09-CIV-10376 filed in the United States District Court for the Southern District of New York, or the Sheer Complaint. The putative class involves owner-operators alleging that Swift Transportation misclassifies owner-operators as independent contractors in violation of the federal Fair Labor Standards Act, or FLSA, and various New York and California state laws and that such owner-operators should be considered employees. The lawsuit also raises certain related issues with respect to the lease agreements that certain owner-operators have entered into with IEL. At present, in addition to the named plaintiffs, 110 other current or former owner-operators have joined this lawsuit. Upon our motion, the matter has been transferred from the United States District Court for the Southern District of New York to the United States District Court in Arizona. On May 10, 2010, plaintiffs filed a motion to conditionally certify an FLSA collective action and authorize notice to the potential class members. On June 23, 2010, plaintiffs filed a motion for a preliminary injunction seeking to enjoin Swift and IEL from collecting payments from plaintiffs who are in default under their lease agreements and related relief. We intend to vigorously defend against the motion for preliminary injunctive relief and certification of the class as well as the allegations made by the plaintiffs should the class be certified. The final disposition of this case and the impact of such final disposition cannot be determined at this time.

Environmental notice

On April 17, 2009, we received a notice from the Lower Willamette Group, or LWG, advising that there are a total of 250 potentially responsible parties, or PRP, with respect to alleged environmental contamination of the Lower Willamette River in Portland, Oregon designated as the Portland Harbor Superfund site, or the Site, and that as a previous landowner at the Site we have been asked to join a group of 60 PRPs and proportionately contribute to (i) reimbursement of funds expended by LWG to investigate environmental contamination at the Site and (ii) remediation costs of the same, rather than be exposed to potential litigation. Although we do not believe we contributed any contaminants to the Site, we were at one time the owner of property at the Site and the Comprehensive Environmental Response, Compensation and Liability Act imposes a standard of strict liability on property owners with respect to environmental claims. Notwithstanding this standard of strict liability, we believe our potential proportionate exposure to be minimal and not material. No formal complaint has been filed in this matter. Our pollution liability insurer has been notified of this potential claim. We do not believe the outcome of this matter is likely to have a material adverse effect on us. However, the final disposition of this matter and the impact of such final disposition cannot be determined at this time.

California employee class action

On March 22, 2010, a class action lawsuit was filed by John Burnell, individually and on behalf of all other similarly situated persons against Swift Transportation: John Burnell and all others similarly situated v. Swift Transportation Co., Inc., Case No. CIVDS 1004377 filed in the Superior Court of the State of California, for the County of San Bernardino. The putative class includes drivers who worked for us during the four years preceding the date of filing alleging that we failed to pay the California minimum wage, failed to provide proper meal and rest periods, and failed to timely pay wages upon separation from employment. We intend to vigorously defend certification of the class as well as the merits of these matters should the class be certified. Based on our knowledge of the facts and advice of outside counsel, we do not believe the outcome of this litigation is likely to have a material adverse effect on us. However, the impact of the final disposition of this case cannot be determined at this time.

Organizational Structure and Corporate History

We are a corporation formed for the purpose of this offering and have not engaged in any business or other activities except in connection with our formation and the reorganization transactions described elsewhere in this prospectus. Immediately prior to the closing of this offering, Swift Corporation will merge

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with and into Swift Holdings Corp. Swift Corporation, a Nevada corporation formed in 2006, is the holding company for Swift Transportation Co. and its subsidiaries and IEL.

Swift’s predecessor was founded by Jerry Moyes, along with his father and brother, in 1966 and taken public on the NASDAQ stock market in 1990. In April 2007, Mr. Moyes and his wife contributed their ownership of all of the issued and outstanding shares of IEL to Swift Corporation in exchange for additional Swift Corporation shares. In May 2007, Mr. Moyes and the Moyes Affiliates contributed their shares of Swift Transportation common stock to Swift Corporation in exchange for additional Swift Corporation shares. Swift Corporation then completed its acquisition of Swift Transportation through a merger on May 10, 2007, thereby acquiring the remaining outstanding shares of Swift Transportation common stock. Upon completion of the 2007 Transactions, Swift Transportation became a wholly-owned subsidiary of Swift Corporation and at the close of the market on May 10, 2007, the common stock of Swift Transportation ceased trading on NASDAQ. Swift currently is controlled by Mr. Moyes and the Moyes Affiliates.

In April 2010, substantially all of our domestic subsidiaries were converted from corporations to limited liability companies. The subsidiaries not converted include our foreign subsidiaries, captive insurance companies, and certain dormant subsidiaries that were dissolved and liquidated.

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Management

Executive Officers and Directors

The following table sets forth the names, ages, and positions of our executive officers and directors as of July 21, 2010:

Name	Age		Position
Jerry Moyes		66	Chief Executive Officer and Director
Richard H. Dozer		53	Director
David Vander Ploeg		51	Director
Richard Stocking		40	President
Virginia Henkels		41	Executive Vice President, Chief Financial Officer, and Treasurer
James Fry		48	Executive Vice President, General Counsel, and Corporate Secretary
Mark Young		52	Executive Vice President — Swift Transportation Co. of Arizona, LLC
Kenneth C. Runnels		45	Executive Vice President, Eastern Region — Swift Transportation Co. of Arizona, LLC
Rodney Sartor		55	Executive Vice President, Western Region — Swift Transportation Co. of Arizona, LLC
Chad Killebrew		35	Executive Vice President, Business Transformation — Swift Transportation Co. of Arizona, LLC

Jerry Moyes has been a director of Swift Corporation since its inception and Chief Executive Officer of Swift Corporation following the completion of the 2007 Transactions. In 1966, Mr. Moyes formed Common Market Distribution Corp., that was later merged with Swift Transportation, which his family purchased. In 1986, Mr. Moyes became Chairman of the board, President, and CEO of Swift Transportation, which positions he held until 2005. In October 2005, Mr. Moyes stepped down from his executive positions at Swift Transportation Co., although he continued to serve as a board member. Mr. Moyes has a history of leadership and involvement with the transportation and logistics industry, such as serving as past Chairman and President of the Arizona Trucking Association, board member and Vice President of the American Trucking Associations, Inc., and a board member of the Truckload Carriers Association. He has served as Chairman of the boards of directors and holds complete or significant ownership interest in Central Refrigerated Services, Inc., Central Freight Lines, Inc., SME Industries, Inc., Southwest Premier Properties, and various commercial and real estate interests with which he is affiliated.

Mr. Moyes was a member of the board of directors of the Phoenix Coyotes of the National Hockey League, or the NHL, from 2002 until 2009 and was the majority owner of the Phoenix Coyotes from September 2006 until November 2, 2009, when the team was purchased by the NHL out of a bankruptcy filed on May 5, 2009. On March 5, 2010, the NHL filed a complaint against Mr. Moyes in New York state court alleging breach of contract and breach of fiduciary duty claims for attempting to sell the Coyotes and for directing the Coyotes to file for bankruptcy, in each case without NHL consent, and seeking damages of at least approximately $60 million. The lawsuit has since been removed to federal court in Arizona, and Mr. Moyes has filed a motion to dismiss the NHL’s claims as preempted by federal bankruptcy law. Mr. Moyes also served from September 2000 until April 2002 as Chairman of the board of Simon Transportation Services Inc., a publicly traded trucking company providing nationwide, predominantly temperature-controlled, transportation services for major shippers. Simon Transportation Services Inc. filed for protection under Chapter 11 of the United States Bankruptcy Code on February 25, 2002, and was subsequently purchased from bankruptcy by Central Refrigerated Services, Inc.

In September 2005, the SEC filed a complaint in federal court in Arizona alleging that Mr. Moyes purchased an aggregate of 187,000 shares of Swift Transportation stock in May 2004 while he was aware of material non-public information. Mr. Moyes timely filed the required reports of such trades with the SEC, and

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voluntarily escrowed funds equal to his putative profits into a trust established by the company. After conducting an independent investigation of such purchases and certain other repurchases made by Swift Transportation that year at Mr. Moyes’ direction under its repurchase program, Swift instituted a stricter insider trading policy and a pre-clearance process for all trades made by insiders. Mr. Moyes stepped down as President in November 2004 and as Chief Executive Officer in October 2005. Mr. Moyes agreed, without admitting or denying any claims, to settle the SEC investigation and to the entry of a decree permanently enjoining him from violating securities laws, and paid approximately $1.5 million in disgorgement, prejudgment interest, and penalties.

Mr. Moyes graduated from Weber State University in 1966 with a bachelor of science degree in business administration. The Weber State College of Education is named after Mr. Moyes.

Richard H. Dozer has served as a director of Swift Corporation since April 2008. Mr. Dozer is currently Chairman of GenSpring Family Office — Phoenix. Prior to this role, Mr. Dozer served as President of the Arizona Diamondbacks Major League Baseball team from its inception in 1995 until 2006, and Vice President and Chief Operating Officer of the Phoenix Suns National Basketball Association team from 1987 until 1995. Early in his career, he was an audit manager with Arthur Andersen and served as its Director of Recruiting for the Phoenix, Arizona office. Mr. Dozer holds a bachelor of science degree in business administration — accounting from the University of Arizona and is a former certified public accountant. Mr. Dozer currently serves on the boards of directors of Blue Cross Blue Shield of Arizona and Viad Corporation, a publicly traded company that provides exhibition, event, and retail marketing services, as well as travel and recreation services in North America, the United Kingdom, and the United Arab Emirates. Mr. Dozer is presently or has previously served on many boards, including Teach for America — Phoenix, Phoenix Valley of the Sun Convention and Visitor’s Bureau, Greater Phoenix Leadership, Greater Phoenix Economic Council, ASU-Board of the Dean’s Council of 100, Arizona State University MBA Advisory Council, Valley of the Sun YMCA, Nortust of Arizona, and others. Mr. Dozer’s qualifications to serve on our board of directors include his extensive experience serving as a director on the boards of public companies, including serving as the chair of the audit committee of Blue Cross Blue Shield of Arizona, as a member of the audit committee of Viad Corporation and as a director of Stratford American Corporation. Mr. Dozer also has financial experience from his audit manager position and other positions with Arthur Andersen from 1979 to 1987, during which time he held a certified public accountant license. In addition, Mr. Dozer has long-standing relationships within the business, political, and charitable communities in the State of Arizona.

David Vander Ploeg has served as a director of Swift Corporation since September 2009. Mr. Vander Ploeg has served as the Executive Vice President and Chief Financial Officer of School Specialty, Inc. since April 2008. Prior to this role, Mr. Vander Ploeg served as Chief Operating Officer of Dutchland Plastics Corp., from 2007 until April 2008. Prior to that role, Mr. Vander Ploeg spent 24 years at Schneider National, Inc., a provider of transportation and logistics services, and was Executive Vice President — Chief Financial Officer from 2004 until his departure in 2007. Prior to joining Schneider National, Inc., Mr. Vander Ploeg was a senior auditor for Arthur Andersen. Mr. Vander Ploeg holds a bachelor of science degree in accounting and a master’s degree in business administration from the University of Wisconsin-Oshkosh. He is a past board member at Dutchland Plastics and a member of the American Institute of Certified Public Accountants and the Wisconsin Institute of Certified Public Accountants. Mr. Vander Ploeg’s qualifications to serve on our board of directors include his 24-year career at Schneider National, Inc., where he advanced through several positions of increasing responsibility and gained extensive experience in the transportation and logistics services industry.

Richard Stocking has served as our President since July 2010 and as President and Chief Operating Officer of our trucking subsidiary, Swift Transportation Co. of Arizona, LLC, since January 2009. Mr. Stocking served as Executive Vice President, Sales of Swift from June 2007 until July 2010. Mr. Stocking previously served as Regional Vice President of Operations of the Central Region from October 2002 to March 2005, and as Executive Vice President of the Central Region from March 2005 to June 2007. Prior to these roles, Mr. Stocking held various operations and sales management positions with Swift over the preceding 11 years.

Virginia Henkels has served as our Executive Vice President, Treasurer, and Chief Financial Officer since May 2008 and as our Corporate Secretary through May 2010. Ms. Henkels joined Swift in 2004 and, prior to her current position, was most recently the Assistant Treasurer and Investor Relations Officer. Prior to joining

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Swift, Ms. Henkels served in various finance and accounting leadership roles for Honeywell during a 12-year tenure. During her last six years at Honeywell, Ms. Henkels served as Director of Financial Planning and Reporting for its global industrial controls business segment, Finance Manager of its building controls segment in the United Kingdom, and Manager of External Corporate Reporting. Ms. Henkels completed her bachelor of science degree in finance and real estate at the University of Arizona, obtained her master’s degree in business administration from Arizona State University, and passed the May 1995 certified public accountant examination.

James Fry has served as our Executive Vice President, General Counsel, and Corporate Secretary since May 2010. Mr. Fry joined Swift in January 2008 and prior to his current position he served as corporate counsel for us through August 2008 when he became General Counsel and Vice President. For the five-year period prior to joining us, Mr. Fry served as General Counsel for the publicly-traded company Global Aircraft Solutions, Inc. and its wholly-owned subsidiaries, Hamilton Aerospace and Worldjet Corporation. In addition to the foregoing General Counsel positions, Mr. Fry also served for eight years as in-house corporate counsel for both public and private aviation companies and worked in private practice in Pennsylvania for seven years prior to his in-house positions. Mr. Fry also served as a hearing officer for the county court in Pennsylvania. Mr. Fry received a bachelor’s degree with honors from the Pennsylvania State University and obtained his Juris Doctor from the Temple University School of Law. Mr. Fry is admitted to practice law in the State of Pennsylvania and is admitted as in-house counsel in the State of Arizona.

Mark Young has served as Executive Vice President of Swift Transportation and President of our subsidiary, Swift Intermodal, LLC, since November 2005. Mr. Young joined us in 2004 and, prior to his current position, he served as Vice President of Swift Intermodal, LLC. Prior to joining us, Mr. Young worked in transportation logistics with Hub Group for five years as Vice President of National Sales, President of Hub Group in Texas, and President of Hub Group in Atlanta. Mr. Young was also employed by CSX Intermodal as Director of Sales for the southeast, southwest, and Mexico regions for eight years prior to his employment with Hub Group. Before joining CSX Intermodal, Mr. Young worked for ABF Freight System, Inc. where he held a variety of sales, operating, and management positions. Mr. Young received a bachelor of science in business administration from the University of Arkansas and is a graduate of the executive program, Darden School of Business, University of Virginia. Mr. Young is a member of the Intermodal Association of North America, National Freight Transportation Association, National Defense Transportation Association, and the Traffic Club of New York.

Kenneth C. Runnels has served as Executive Vice President, Eastern Region Operations since November 2007. Mr. Runnels previously served as Vice President of Fleet Operations, Regional Vice President, and various operations management positions from 1983 to June 2006. From June 2006 until his return to Swift, Mr. Runnels was Vice President of Operations with U.S. Xpress Enterprises, Inc.

Rodney Sartor has served as Executive Vice President, Western Region Operations since returning to Swift in May 2007. Mr. Sartor initially joined us in May 1979. He served as our Executive Vice President from May 1990 until November 2005, as Regional Vice President from August 1988 until May 1990, and as Director of Operations from May 1982 until August 1988. From November 2005 until May 2007, Mr. Sartor served as Vice President of Truckload Linehaul Operations for Central Freight Lines, Inc.

Chad Killebrew has served as our Executive Vice President of Business Transformation since March 2008. Mr. Killebrew most recently served as President of IEL from 2005 to 2008, and as Vice President of our owner-operator division since 2007. He has held various positions in finance, operations, and recruiting with Swift and Central Refrigerated Services, Inc. from 1997 to 2005. Mr. Killebrew received a bachelor of science degree in finance from the University of Utah and a master’s degree in business administration from Westminster College. Mr. Killebrew is the nephew of Jerry Moyes.

Composition of Board

Our board of directors currently consists of three members, Messrs. Moyes, Dozer, and Vander Ploeg. Following the completion of this offering, we expect our board of directors to consist of five directors, four of whom we expect to qualify as independent directors under the corporate governance standards of the exchange on which we list our Class A common stock and the independence requirements of Rule 10A-3 of the

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Exchange Act. Our board of directors requires the separation of the offices of the Chairman of our board of directors and our Chief Executive Officer. Our board of directors will be free to choose the Chairman in any way that it deems best for us at any given point in time, provided that the Chairman not be our Chief Executive Officer or any other employee of our company, and a Chairman will be appointed prior to the consummation of this offering. If the Chairman of the board is not an independent director, our board’s independent directors will designate one of the independent directors on the board to serve as lead independent director. In addition, so long as our Chief Executive Officer is a permitted holder or an affiliated person under our certificate of incorporation, the Chairman of our board of directors must be an independent director. Conversely, so long as our Chairman is a permitted holder or an affiliated person under our certificate of incorporation, our Chief Executive Officer may not be a permitted holder or affiliated person thereunder. The duties of the Chairman, or the lead independent director if the Chairman is not independent, will include:

•  presiding at all executive sessions of the independent directors;

•  presiding at all meetings of our board of directors and the stockholders (in the case of the lead independent director, where the Chairman is not present);

•  in the case of the lead independent director or the Chairman who is an independent director, coordinating the activities of the independent directors;

•  preparing board meeting agendas in consultation with the CEO and lead independent director or Chairman, as the case may be, and coordinating board meeting schedules;

•  authorizing the retention of outside advisors and consultants who report directly to the board;

•  requesting the inclusion of certain materials for board meetings;

•  consulting with respect to, and where practicable receiving in advance, information sent to the Board;

•  collaborating with the CEO and lead independent director or Chairman, as the case may be, in determining the need for special meetings;

•  in the case of the lead independent director, acting as liaison for stockholders between the independent directors and the Chairman, as appropriate;

•  communicating to the CEO, together with the chairman of the compensation committee, the results of the board’s evaluation of the CEO’s performance;

•  responding directly to stockholder and other stakeholder questions and comments that are directed to the Chairman of the board, or to the lead independent director or the independent directors as a group, as the case may be; and

•  performing such other duties as our board of directors may delegate from time to time.

In the absence or disability of the Chairman, the duties of the Chairman (including presiding at all meetings of our board of directors and the stockholders) shall be performed and the authority of the Chairman may be exercised by an independent director designated for this purpose by our board of directors. The Chairman of our board of directors (if he or she is an independent director) or the lead independent director, if any, may only be removed from such position with the affirmative vote of a majority of the independent directors, only for the reasons set forth in our bylaws, including a determination that the Chairman, or lead independent director, as the case may be, is not exercising his or her duties in the best interests of us and our stockholders.

Risk Management and Oversight

Our full board of directors oversees our risk management process. Our board of directors oversees a company-wide approach to risk management, carried out by our management. Our full board of directors determines the appropriate risk for us generally, assesses the specific risks faced by us, and reviews the steps taken by management to manage those risks.

While the full board of directors maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified areas. In particular, our compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and

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arrangements, and the incentives created by the compensation awards it administers. Our audit committee oversees management of enterprise risks as well as financial risks, and effective upon the consummation of this offering, will also be responsible for overseeing potential conflicts of interests. Effective upon the listing of our Class A common stock on an exchange, our nominating and corporate governance committee will be responsible for overseeing the management of risks associated with the independence of our board of directors. Pursuant to the board of directors’ instruction, management regularly reports on applicable risks to the relevant committee or the full board of directors, as appropriate, with additional review or reporting on risks conducted as needed or as requested by our board and its committees.

Board Committees

As a result of Mr. Moyes and the Moyes Affiliates controlling a majority of our voting common stock following consummation of this offering, we will qualify as a “controlled company” within the meaning of the corporate governance standards of the exchange on which we list our Class A common stock. As such, we will have the option to elect not to comply with certain of such listing standards. However, consistent with our plan to implement strong corporate governance standards, we do not intend to elect to be treated as a “controlled company.”

Our board of directors has an audit committee, compensation committee, and nominating and corporate governance committee, each of which has the composition and responsibilities described below. Members serve on these committees until their respective resignations or until otherwise determined by our board of directors. Our board of directors may from time to time establish other committees.

Audit committee

The audit committee:

•  reviews the audit plans and findings of our independent registered public accounting firm and our internal audit and risk review staff, as well as the results of regulatory examinations, and tracks management’s corrective action plans where necessary;

•  reviews our financial statements, including any significant financial items and/or changes in accounting policies, with our senior management and independent registered public accounting firm;

•  reviews our financial risk and control procedures, compliance programs, and significant tax, legal, and regulatory matters; and

•  has the sole discretion to appoint annually our independent registered public accounting firm, evaluate its independence and performance, and set clear hiring policies for employees or former employees of the independent registered public accounting firm.

The audit committee currently consists of Messrs. Dozer (Chair) and Vander Ploeg, each of whom qualifies as an audit committee financial expert and as “independent” directors as defined under the rules of the exchange on which we list our Class A common stock and Rule 10A-3 of the Exchange Act. Before the completion of this offering, we will appoint an additional director to the audit committee who will satisfy the same independence standards.

Compensation committee

The compensation committee:

•  annually reviews corporate goals and objectives relevant to the compensation of our named executive officers and evaluates performance in light of those goals and objectives;

•  approves base salary and other compensation of our named executive officers;

•  oversees and periodically reviews the operation of all of Swift’s stock-based employee (including management and director) compensation plans;

•  reviews and adopts all employee (including management and director) compensation plans, programs and arrangements, including stock option grants and other perquisites and fringe benefit arrangements;

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•  periodically reviews the outside directors’ compensation arrangements to ensure their competitiveness and compliance with applicable laws; and

•  approves corporate goals and objectives and determines whether such goals are met.

The compensation committee currently consists of Messrs. Dozer (Chair) and Vander Ploeg, each of whom is a “non-employee” director as defined in Rule 16b-3(b)(3) under the Exchange Act, and an “outside” director within the meaning of Section 162(m)(4)(c)(i) of the Internal Revenue Code. Before the completion of this offering, we will appoint an additional director to the compensation committee who will satisfy the same independence standards.

Nominating and corporate governance committee

The nominating and corporate governance committee:

•  is responsible for identifying, screening, and recommending candidates to the board for board membership;

•  advises the board with respect to the corporate governance principles applicable to us; and

•  oversees the evaluation of the board and management.

Nominations of persons for election to the board of directors may be made by a stockholder of record on the date of the giving of notice as provided in our bylaws, and such nominees will be reviewed by our nominating and corporate governance committee.

The nominating and corporate governance committee currently consists of David Vander Ploeg (Chair) and Richard Dozer. Before the completion of this offering, we will appoint an additional director to the nominating and corporate governance committee who will satisfy the same independence standard.

Corporate Governance Policy

Our board of directors has adopted a corporate governance policy to assist the board in the exercise of its duties and responsibilities and to serve the best interests of us and our stockholders. A copy of this policy has been posted on our website. These guidelines, which provide a framework for the conduct of the board’s business, provide that:

•  directors are responsible for attending board meetings and meetings of committees on which they serve and to review in advance of meetings material distributed for such meetings;

•  the board’s principal responsibility is to oversee and direct our management in building long-term value for our stockholders and to assure the vitality of Swift for our customers, clients, employees, and the communities in which we operate;

•  at least two-thirds of the board shall be independent directors, and other than our Chief Executive Officer and up to one additional non-independent director, all of the members of our board of directors shall be independent directors;

•  our nominating and corporate governance committee is responsible for nominating members for election to our board of directors and will consider candidates submitted by stockholders;

•  our board of directors believes that it is important for each director to have a financial stake in us to help align the director’s interests with those of our stockholders;

•  although we do not impose a limit to the number of other public company boards on which a director serves, our board of directors expects that each member be fully committed to devoting adequate time to his or her duties to us;

•  the independent directors meet in executive session on a regular basis, but not less than quarterly;

•  each of our audit committee, compensation committee, and nominating and corporate governance committee must consist solely of independent directors;

•  new directors participate in an orientation program and all directors are encouraged to attend, at our expense, continuing educational programs to further their understanding of our business and enhance their performance on our board; and

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•  our board of directors and its committees will sponsor annual self-evaluations to determine whether members of the board are functioning effectively.

In addition, our governance policy includes a resignation policy requiring sitting directors to tender resignations if they fail to obtain a majority vote in uncontested elections.

Code of Ethics

The audit committee and our board of directors have adopted a code of ethics (within the meaning of Item 406(b) of Regulation S-K) that will apply to our board of directors, Chief Executive Officer, Chief Financial Officer, Controller, and such other persons designated by our board of directors or an appropriate committee thereof. The board believes that these individuals must set an exemplary standard of conduct for us, particularly in the areas of accounting, internal accounting control, auditing, and finance. The code of ethics sets forth ethical standards the designated officers must adhere to. The code of ethics will be posted to our website.

Securities Trading Policy

Our securities trading policy prohibits officers, directors, employees, and key consultants from purchasing or selling any type of security, including derivative securities, whether issued by Swift or another company, while aware of material, non-public information relating to the issuer of the security or from providing such material, non-public information to any person who may trade while aware of such information. The policy may only be amended by an affirmative vote of a majority of our independent directors, including the affirmative vote of the Chairman of the board if the Chairman is an independent director, or the lead independent director if the Chairman is not an independent director. We restrict trading by our officers, directors, and certain employees and consultants designated by our board to quarterly trading windows that begin at the open of the market on the third full trading day following the date of public disclosure of our financial results for the prior fiscal quarter or year, and end on the earlier of 30 days thereafter and the last day of the month preceding the last month of the next quarter. For all other persons covered by our securities trading policy, the mandatory trading window will end two weeks prior to the end of the next quarter. The prohibition against trading while in possession of any material non-public information applies at all times, even during the trading windows described above. Our officers, directors, and certain employees and consultants may only engage in transactions designed to hedge the economic risk of stock ownership in our stock upon clearance from the General Counsel and Chief Financial Officer in consultation with the Chairman of our board of directors if the Chairman is an independent director, or the lead independent director if the Chairman is not an independent director. In addition, all persons covered by our securities trading policy are prohibited from speculating in our securities, through engaging in puts, calls, or short positions. Finally, all persons covered by our securities trading policy must obtain pre-clearance from the General Counsel and our Chief Financial Officer, regardless of whether in possession of material, non-public information, before purchasing securities of the company on margin or borrowing against an account in which the company’s securities are held. Any margin transaction or pledge arrangement proposed by a senior executive officer or director must also be pre-approved by the Chairman of our board of directors if the Chairman is an independent director, or the lead independent director if the Chairman is not an independent director, and may not represent (together with any of our securities already pledged by such person) greater than 20% of the total number of securities held by the person and affiliates of the person making such proposal.

Compensation Committee Interlocks and Insider Participation

During 2009, Mr. Moyes was a member of our compensation committee while also serving as our Chief Executive Officer and President. Mr. Moyes no longer serves as a member of our compensation committee and none of the members of our compensation committee is an officer or employee of Swift. None of our executive officers other than Mr. Moyes currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

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Director Compensation

We intend to pay an annual retainer fee to each non-employee director in an amount to be determined by our board of directors for participation in each in-person meeting and a fee in an amount to be determined by our board of directors for participation in each telephonic meeting. In addition, we intend to pay an annual fee in an amount to be determined by our board of directors to the chair of the nominating and governance committee, the chair of the compensation committee, and the chair of the audit committee.

Non-employee directors will receive, upon appointment to the board, a one-time grant of stock options for a number of shares of our common stock to be determined by our board of directors. These options vest upon the later of (i) the occurrence of an initial public offering of Swift or (ii) a five-year vesting period at a rate of 331/3% each year following the third anniversary date of the grant, subject to continued service. To the extent vested, these options will become exercisable simultaneously with the closing of this offering subject to a 180-day lock-up period beginning on the date of this prospectus. See “Underwriting.” Upon the closing of this offering, these options will convert into options to purchase shares of Class A common stock of Swift Holdings Corp.

There were no option grants made to non-employee directors in 2009. Mr. Vander Ploeg joined the board in September 2009 and did not receive any options in 2009. However, Mr. Vander Ploeg received a grant of options for 5,000 shares of our Class A common stock on February 25, 2010.

Our employees who serve as directors receive no additional compensation, although we may reimburse them for travel and other expenses. Mr. Moyes also serves as our Chief Executive Officer, and thus receives no additional compensation for serving as a director. Mr. Moyes’ compensation as Chief Executive Officer and President for 2009 is reported below under the heading “Executive Compensation — Summary Compensation Table.”

Following the offering, we may re-evaluate and, if appropriate, adjust the fees and stock options awarded to directors as compensation in order to ensure that our director compensation is commensurate with that of similarly situated public companies.

The following table provides information for the fiscal year ended December 31, 2009, regarding all plan and non-plan compensation awarded to, earned by, or paid to, each person who served as a director for some portion or all of 2009:

	Fees Earned
	or Paid
Name	in Cash		Total
Jerry Moyes(1)	$	—	$	—
Earl Scudder(2)	$	30,500	$	30,500
Jeff A. Shumway(3)	$	36,000	$	36,000
Richard H. Dozer	$	53,000	$	53,000
John Breslow(4)	$	10,000	$	10,000
David Vander Ploeg	$	23,000	$	23,000

(1)	Jerry Moyes also serves as our Chief Executive Officer and previously served as our President during 2009. Employees of Swift who serve as directors receive no additional compensation, although we may reimburse them for travel and other expenses. See below for disclosure of Mr. Moyes’ compensation as Chief Executive Officer and President for 2009.
(2)	Earl Scudder resigned from our board of directors and all committees effective July 21, 2010.
(3)	Jeff A. Shumway resigned from our board of directors and all committees effective July 21, 2010.
(4)	John Breslow resigned from our board of directors and all committees effective May 5, 2009.

As of December 31, 2009, each of our non-employee directors, except for Mr. Vander Ploeg, held options to acquire 5,000 shares of our common stock.

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Executive Compensation

Compensation Discussion and Analysis

Introduction

The purpose of this compensation discussion and analysis, or CD&A, is to provide information about the compensation earned by our named executive officers (as such term is defined in the “Summary Compensation Table” section below) and to explain our compensation process and philosophy and the policies and factors that underlie our decisions with respect to the named executive officers’ compensation. As we describe in more detail below, the principal objectives of our executive compensation strategy are to attract and retain talented executives, reward strong business results and performance, and align the interest of executives with our stockholders. In addition to rewarding business and individual performance, the compensation program is designed to promote both annual performance objectives and longer-term objectives.

What are our processes and procedures for considering and determining executive compensation?

Following the completion of this offering, our designated compensation committee of the board of directors will be responsible for reviewing and approving the compensation of the Chief Executive Officer and the other named executive officers. Compensation for our named executive officers is established based upon the scope of their responsibilities, experience, and individual and company performance, taking into account the compensation level from their recent prior employment, if applicable. In 2009, the compensation committee consisted of Messrs. Dozer (Chair), Vander Ploeg, and Shumway, and Mr. Moyes, our Chief Executive Officer. From July 21, 2010 and after the completion of the offering, the compensation committee will consist entirely of “non-employee directors” as defined in Rule 16b-3(b)(3) under the Exchange Act, “outside” directors within the meaning of Section 162(m)(4)(c)(i) of the Internal Revenue Code, and “independent” directors as defined under the rules of the exchange on which we list our Class A common stock.

Following the completion of the offering, the compensation committee’s responsibilities will include, but not be limited to:

•  administering all of Swift’s stock-based and other incentive compensation plans;

•  annually reviewing corporate goals and objectives relevant to the compensation of our named executive officers and evaluating performance in light of those goals and objectives;

•  approving base salary and other compensation of our named executive officers;

•  overseeing and periodically reviewing the operation of all of Swift’s stock-based employee (including management and director) compensation plans;

•  reviewing and adopting all employee (including management and director) compensation plans, programs, and arrangements, including stock option grants and other perquisites, and fringe benefit arrangements;

•  periodically reviewing the outside directors’ compensation arrangements to ensure their competitiveness and compliance with applicable laws; and

•  approving corporate goals and objectives and determining whether such goals have been met.

Role of compensation consultants.  The compensation committee has the authority to obtain advice and assistance from outside legal, accounting, or other advisors and consultants as deemed appropriate to assist in the continual development and evaluation of compensation policies and determination of compensation awards. We did not utilize outside consultants in evaluating our compensation policies and awards during 2009, 2008, or 2007.

Role of management in determining executive compensation.  Our Chief Financial Officer and our President provide information to the compensation committee on our financial performance for consideration in determining the named executive officers’ compensation. Our Chief Financial Officer and our President also assist the compensation committee in recommending salary levels and the type and structure of other awards.

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What are the objectives of our compensation programs?

The principal objectives of our executive compensation programs are to attract, retain, and motivate talented executives, reward strong business results and performance, and align the executive’s interests with stockholder interests. The objectives are based on the following core principles, which we explain in greater detail below:

•  Business performance accountability.  Compensation should be tied to our performance in key areas so that executives are held accountable through their compensation for our performance.

•  Individual performance accountability.  Compensation should be tied to an individual’s performance so that individual contributions to our performance are rewarded.

•  Alignment with stockholder interests.  Compensation should be tied to our performance through stock incentives so that executives’ interests are aligned with those of our stockholders.

•  Retention.  Compensation should be designed to promote the retention of key employees.

•  Competitiveness.  Compensation should be designed to attract, retain, and reward key leaders critical to our success by providing competitive total compensation.

What are the elements of our compensation program?

In general, our compensation program consists of three major elements: base salary, performance-based annual cash incentives, and long-term incentives designed to promote long-term performance and key employee retention. Our named executive officers are not employed pursuant to employment agreements.

Base salary.  The compensation committee, with the assistance of our Chief Executive Officer with respect to the other named executive officers, annually reviews the base salary of each named executive officer. If appropriate, adjustments are made to base salaries as a result. Annual salaries are based on our performance for the fiscal year and subjective evaluation of each executive’s contribution to that performance.

The following base annual salaries were effective in 2009 for the named executive officers: Mr. Moyes — $500,000; Mr. Stocking — $400,000; Ms. Henkels — $275,000; Mr. Runnels — $218,000; and Mr. Sartor — $217,984.

Annual cash incentives.  Annual incentives in our compensation program are cash-based. The compensation committee believes that annual cash incentives promote superior operational performance, disciplined cost management, and increased productivity and efficiency that contribute significantly to positive results for our stockholders. Our compensation structure provides for annual performance incentives that are linked to our earnings objectives for the year and intended to compensate our named executive officers (other than Mr. Moyes) for our overall financial performance. Mr. Moyes is not eligible for the annual performance incentives. The annual incentive process involves the following basic steps:

•  establishing our overall performance goals;

•  setting target incentives for each individual; and

•  measuring our actual financial performance against the predetermined goals to determine incentive payouts.

The steps for the 2009 annual bonus are described below:

(1) Establishing our performance goals.  In March 2009, the compensation committee set our performance goals for establishing the company-wide bonus program for the 2009 fiscal year, which were approved by our board of directors on March 23, 2009. Such goals were set in order to incentivize management to improve profitability and thereby increase long-term stockholder value. For fiscal year 2009, the bonus percentages were determined based on us meeting specified full year adjusted earnings before interest, taxes, depreciation and amortization, or EBITDA, levels. Adjusted EBITDA for this purpose means the adjusted EBITDA for Swift for the 2009 fiscal year, adjusted to remove the impact of restructuring charges and severance charges, for gains and losses on divestitures, discontinued operations, impairments, cancellation of debt income, other unusual and non-recurring items, and unbudgeted

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material acquisitions and divestitures, at the discretion of the compensation committee. The 2009 bonus payout percentages upon attainment of certain levels of adjusted EBITDA were as follows:

Level of Attainment:	Threshold		Target		Stretch		Maximum
(Dollars in thousands)
Adjusted EBITDA	$	485,000	$	495,000	$	550,000	$	600,000
Bonus Payout %		50%		100%		150%		200%

(2) Setting a target incentive.  Target incentive amounts for each named executive officer other than the Chief Executive Officer, expressed as a percentage of the executive’s base salary, are based on job grade. The actual payments these named executive officers receive corresponds to the percentage of their individual target incentive multiplied by the percentage of the corresponding bonus payout, which may be adjusted based on overall team performance, terminal or department performance, and individual performance. The target incentive for each of the named executive officers other than the Chief Executive Officer for 2009 were the following: 70% for Mr. Stocking and 50% for Ms. Henkels and Messrs. Sartor and Runnels.

(3) Measuring performance.  The compensation committee reviewed Swift’s actual performance against the established goals and determined that the performance targets to qualify for a 2009 bonus were not met and, accordingly, no bonuses were paid in 2009.

For the 2010 annual bonus, the compensation committee set company-wide performance goals for the 2010 fiscal year, which were approved by the board of directors on May 20, 2010. The bonus payout percentages are determined based on our meeting specified Adjusted EBITDA levels. Adjusted EBITDA for this purpose means net income or loss plus (i) depreciation and amortization, (ii) interest and derivative interest expense, including other fees and charges associated with indebtedness, net of interest income, (iii) income taxes, (iv) non-cash impairments, (v) non-cash equity compensation expense, (vi) other extraordinary or unusual non-cash items, and (vii) excludable transaction costs. The 2010 bonus payout percentages upon attainment of certain levels of Adjusted EBITDA are as follows:

Level of Attainment:	Threshold		Target		Stretch		Maximum
(Dollars in thousands)
Adjusted EBITDA	$	440,000	$	450,000	$	475,000	$	500,000
Bonus Payout %		50%		100%		150%		200%

The 2010 target incentive amounts for each named executive officer (other than the Chief Executive Officer), expressed as a percentage of the executive’s base salary, are based on the executive’s job grade. The actual payments will be based on achievement of the incentives criteria and individual performance. The target incentive for each of the named executive officers (other than the Chief Executive Officer) for 2010 are the following: 70% for Mr. Stocking and 50% for Ms. Henkels and Messrs. Sartor and Runnels.

Long-term incentives.  Long-term incentives in our compensation program are principally stock-based. Our stock-based incentives in 2009 consisted of stock options granted under our 2007 equity incentive plan and are designed to promote long-term performance and the retention of key employees. The board of directors grants stock options to individual employees and executives in the form of stock option grants, in amounts determined based on pay grade. The objective of the program is to align compensation over a multi-year period with the interests of our stockholders by motivating and rewarding the creation and preservation of long-term stockholder value. The level of long-term incentive compensation is determined based on an evaluation of competitive factors in conjunction with total compensation provided to the named executive officers and the goals of the compensation program described above.

The options granted to individuals having a salary grade of 31 or above (including all of our named executive officers, except Ms. Henkels who holds Tier II options granted in the past), or Tier I options, will vest (i) upon the occurrence of a sale or a change in control of Swift or, if earlier, (ii) over a five-year vesting period at a rate of 331/3% beginning with the third anniversary date of the grant, subject to continued employment. The options granted to individuals having a salary grade of 30 and below, or Tier II options, will vest upon (A) the later of (i) the occurrence of an initial public offering of Swift stock or (ii) a five-year vesting period at a rate of 331/3% beginning with the third anniversary date of the grant, or (B) immediately

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upon a change in control of Swift, in any case subject to continued employment. To the extent vested, both Tier I options and Tier II options will become exercisable simultaneously with the closing of the earlier of an initial public offering of Swift stock, a sale, or a change in control of Swift (subject to any applicable blackout period).

Under our 2007 equity incentive plan, our board of directors approved in October 2007 option awards to a group of employees based on salary grade. In August 2008 and December 2009, additional option awards were approved by our board of directors and granted to groups of employees based on salary grade that were hired or promoted subsequent to the 2007 grant, including a December 2009 grant of options for 50,000 shares of our common stock to Mr. Stocking in connection with his promotion to Chief Operating Officer. Effective February 25, 2010, the board of directors approved and granted options for 1.8 million shares of our common stock to certain employees at an exercise price of $7.04 per share, which equaled the fair value of the common stock on the date of grant. Fair market value was determined by a third-party valuation analysis performed within 90 days of the date of grant and considered a number of factors, including our discounted, projected cash flows, comparative multiples of similar companies, the lack of liquidity of our common stock, and certain risks we faced at the time of the valuation. The options granted on February 25, 2010 included options for the following number of shares of our common stock for our named executive officers: Mr. Moyes — 0; Mr. Stocking — 40,000; Ms. Henkels — 30,000; Mr. Sartor — 15,000; and Mr. Runnels — 30,000. Upon the closing of this offering, all outstanding options will convert into options to purchase shares of Class A common stock of Swift Holdings Corp. Future options may be approved and granted by the compensation committee and the board of directors.

What will the equity compensation arrangements be following the completion of this offering?

Following the completion of this offering, we will continue to grant awards under our 2007 equity incentive plan, the terms of which are described under the heading “2007 Equity Incentive Plan” below and which will remain materially the same. The purposes of our 2007 equity incentive plan are to provide incentives to certain of our employees, directors, and consultants in a manner designed to reinforce our performance goals, and to continue to attract, motivate, and retain key personnel on a competitive basis. To accomplish these purposes, our 2007 equity incentive plan provides for the issuance of stock options, stock appreciation rights, restricted and unrestricted stock, restricted stock units, performance units, and other incentive awards.

While we intend to issue stock options in the future to employees as a recruiting and retention tool, we have not established specific parameters regarding future grants. Our compensation committee will determine the specific criteria for future equity grants under our 2007 equity incentive plan.

Have we entered into individual agreements with our named executive officers?

We have not entered and do not anticipate entering into employment or change in control or severance agreements with any of our named executive officers in connection with this offering.

Do we provide any material perquisites to our named executive officers?

We do not offer any material perquisites.

How does each element of compensation and our decisions regarding that element fit into our overall compensation objectives and affect decisions regarding other elements?

Before establishing or recommending executive compensation payments or awards, the compensation committee considers all the components of such compensation, including current pay (salary and bonus), annual and long-term incentive awards, and prior grants. The compensation committee considers each element in relation to the others when setting total compensation, with a goal of setting overall compensation at levels that the compensation committee believes are appropriate.

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What impact do taxation and accounting considerations have on the decisions regarding executive compensation?

The compensation committee also takes into account tax and accounting consequences of the total compensation program and the individual components of compensation, and weighs these factors when setting total compensation and determining the individual elements of an officer’s compensation package. We do not believe that the compensation paid to our named executive officers is or will be subject to limits of deductibility under the Internal Revenue Code.

Summary Compensation Table

The following table provides information about compensation awarded and earned during 2009, 2008, and 2007 by our Chief Executive Officer, Chief Financial Officer, and the three most highly compensated executive officers (other than the Chief Executive Officer and Chief Financial Officer), or collectively, the named executive officers. The tables exclude compensation paid to the named executive officers prior to the 2007 Transactions.

									Non-Equity
							Option		Incentive Plan		All Other
Name and Principal Position	Year		Salary		Bonus(1)		Awards(2)		Compensation(3)		Compensation(4)		Total
Jerry Moyes,		2009	$	490,385	$	—	$	—	$	—	$	10,256	$	500,641
Chief Executive		2008	$	500,000	$	87,500	$	—	$	—	$	10,256	$	597,756
Officer		2007	$	311,538	$	—	$	—	$	178,250	$	6,644	$	496,432
Virginia Henkels		2009	$	269,711	$	—	$	—	$	—	$	10,256	$	279,967
Executive Vice President and Chief Financial Officer(5)		2008	$	235,385	$	34,375	$	776,250	$	—	$	14,751	$	1,060,761
Richard Stocking,		2009	$	386,707	$	—	$	169,500	$	—	$	11,447	$	567,654
President and Chief		2008	$	231,985	$	27,248	$	—	$	—	$	13,252	$	272,485
Operating Officer		2007	$	142,435	$	—	$	492,000	$	110,413	$	8,709	$	753,557
Rodney Sartor,		2009	$	213,792	$	—	$	—	$	—	$	10,256	$	224,048
Executive Vice President		2008	$	217,984	$	27,248	$	—	$	—	$	10,676	$	255,908
		2007	$	134,144	$	—	$	492,000	$	110,413	$	5,957	$	742,514
Kenneth Runnels,		2009	$	213,808	$	—	$	—	$	—	$	10,909	$	224,717
Executive Vice President(5)		2008	$	218,000	$	27,250	$	931,500	$	—	$	55,311	$	1,232,061

(1)	Amounts in this column represent discretionary cash bonuses paid in fiscal 2008 to the respective named executive officers as described in Note 3 below.
(2)	This column represents the grant date fair value of stock options under Topic 718 granted to each of the named executive officers in 2009, 2008, and 2007. For additional information on the valuation assumptions with respect to the 2009, 2008, and 2007 grants, refer to Note 19 of Swift Corporation’s audited consolidated financial statements. See “—Grants of Plan-Based Awards in 2009” in this prospectus for information on options granted in 2009.
(3)	This column represents the cash incentive compensation amounts approved by the compensation committee and Chief Executive Officer paid to the named executive officers. The amounts for a given year represent the amount of incentive compensation earned with respect to such year. The bonuses were calculated based on our actual financial performance for 2009 and 2008 and pro forma financial performance for 2007, as compared with established targets. The performance targets to qualify for a 2009 bonus were not met and, accordingly, no awards were paid in 2009. For the 2008 cash bonuses, the Chief Executive Officer determined in December 2008 that, even though we would not achieve the 2008 performance targets in order to qualify for payout under the 2008 bonus plan, Swift would make a discretionary payout in amounts generally equal to 25% of what each employee’s target bonus was under the 2008 bonus plan. These cash bonuses were paid to the named executive officers at the end of 2008 and are reflected in the “Bonus” column rather than the “Non-Equity Incentive Plan Compensation” column. For the 2007 cash bonuses, the Chief Executive Officer determined in December 2007 that the annual performance targets

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	would be met and, consistent with our past practice of paying bonuses before Christmas, determined to make partial payments of the annual bonuses to the named executive officers and other of our employees. The final payment of bonuses was made in February 2008 after the Chief Executive Officer determined the unpaid amount owing to each employee upon Swift’s final determination of financial performance for 2007.
(4)	This column represents all other compensation paid to the named executive officers for employer 401(k) matches, executive disability insurance, car allowance, and other benefits, none of which individually exceeded $10,000.
(5)	Ms. Henkels first became an executive officer on May 1, 2008, and Mr. Runnels was hired as an executive officer on November 28, 2007.

Grants of Plan-Based Awards in 2009

The following table provides information about equity and non-equity plan-based awards granted to the named executive officers in 2009. No options were granted to Mr. Moyes, Ms. Henkels, Mr. Sartor, or Mr. Runnels in 2009.

									All Other
									Option		Exercise
									Awards:		or Base
									Number of		Price of		Grant Date
		Board	Estimated Possible Payouts Under						Securities		Option		Fair Value of
	Grant	Approval	Non-Equity Incentive Plan Awards(1)						Underlying		Awards		Option
Name	Date	Date	Threshold		Target		Maximum		Options (#)(2)		($/SH)(3)		Awards
Jerry Moyes	—	—		—		—		—		—		—		—
Virginia Henkels	—	—	$	68,750	$	137,500	$	275,000		—		—		—
Richard Stocking	12/31/2009	11/24/2009		—		—		—		50,000	$	6.89	$	169,500
	—	—	$	100,000	$	200,000	$	400,000		—		—		—
Rodney Sartor	—	—	$	54,496	$	108,992	$	217,984		—		—		—
Kenneth Runnels	—	—	$	54,500	$	109,000	$	218,000		—		—		—

(1)	These columns represent the potential value of 2009 annual cash incentive payouts for each named executive officer, for which target amounts were approved by the compensation committee in March 2009. As discussed in Note 3 to the “Summary Compensation Table,” the 2009 performance targets to qualify for a payout under the 2009 plan were not met and, accordingly, no awards were paid under this plan. Mr. Moyes is not eligible for the annual cash incentive.
(2)	This column shows the number of stock options granted in 2009 to the named executive officers. The options granted to Mr. Stocking are Tier I options and will vest (i) upon the occurrence of the earlier of a sale or a change in control of Swift or, if earlier (ii) a five-year vesting period at a rate of 331/3% beginning with the third anniversary date of the grant. To the extent vested, these options will become exercisable simultaneously with the closing of the earlier of (i) an initial public offering of Swift stock, (ii) a sale, or (iii) change in control of Swift.
(3)	This column shows the exercise price for the stock options granted, as determined by our board of directors, which equaled the fair value of the common stock on the date of grant.

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Outstanding Equity Awards at Fiscal Year-End 2009

The following table provides information on the current holdings of stock options of the named executive officers. This table includes unexercised and unvested options as of December 31, 2009. Each equity grant is shown separately for each named executive officer.

	Number of		Number of
	Securities		Securities
	Underlying		Underlying
	Unexercised		Unexercised			Option		Option
	Options (#)		Options (#)			Exercise		Expiration
Name	Exercisable		Unexercisable			Price		Date
Jerry Moyes		—		—		$	—		—
Virginia Henkels		—		25,000	(1)	$	12.50		10/16/2017
		—		125,000	(1)	$	13.43		8/27/2018
Richard Stocking		—		150,000	(2)	$	12.50		10/16/2017
		—		50,000	(2)	$	6.89		12/31/2019
Rodney Sartor		—		150,000	(2)	$	12.50		10/16/2017
Kenneth Runnels		—		150,000	(2)	$	13.43		8/27/2018

(1)

The stock options are Tier II options and will vest upon (A) the later of (i) the occurrence of an initial public offering of Swift or (ii) a five-year vesting period at a rate of 331/3% beginning with the third anniversary date of the grant, or (B) immediately upon a change in control. The grant dates for Ms. Henkels’ awards of 25,000 stock options and 125,000 stock options were October 16, 2007 and August 27, 2008, respectively. To the extent vested, the options will become exercisable simultaneously with the closing of the earlier of (i) an initial public offering, (ii) a sale, or (iii) a change in control of Swift.

(2)

The stock options are Tier I options and will vest upon the occurrence of the earliest of (i) a sale or a change in control of Swift or (ii) a five-year vesting period at a rate of 331/3% beginning with the third anniversary date of the grant. The grant dates for Mr. Stocking’s awards of 150,000 stock options and 50,000 stock options were October 16, 2007 and December 31, 2009, respectively. The grant date for Mr. Sartor’s award of 150,000 stock options was October 16, 2007. The grant date for Mr. Runnels’s award of 150,000 stock options was August 27, 2008. To the extent vested, the options will become exercisable simultaneously with the closing of the earlier of (i) an initial public offering, (ii) a sale, or (iii) a change in control of Swift.

Option Exercises and Stock Vested in 2009, 2008, and 2007

No named executive officer exercised stock options in 2009, 2008, or 2007.

Potential Payments Upon Termination or Change in Control

We do not currently have employment, change in control, or severance agreements with any of our named executive officers.

As described above under the heading “What are the elements of our compensation program? — Long-term incentives,” pursuant to the named executive officers’ individual option award agreements, options held by the named executive officers all vest upon a change in control of Swift. However, based on the estimated fair value of a share of our common stock of $6.89 as of December 31, 2009, none of these outstanding options had any “spread value” as of that date.

Retirement

We do not provide any retirement benefits to our named executive officers other than our 401(k) plan, which is available to all employees meeting the plan’s basic eligibility requirements.

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2007 Equity Incentive Plan

The following description summarizes the features of our 2007 equity incentive plan:

A total of 10,000,000 shares of common stock have been reserved and are available for issuance under our 2007 equity incentive plan. Of these, 7,757,500 are subject to outstanding option grants and are not available for grant unless forfeited, expired, or cancelled prior to exercise. Our 2007 equity incentive plan is administered by the compensation committee or such other committee as our board of directors may designate, provided that following the offering the compensation committee will consist of two or more “non-employee directors” within the meaning of the applicable regulations under Section 162(m) of the Internal Revenue Code (to the extent this provision is applicable). The compensation committee interprets our plan and may prescribe, amend, and rescind rules and make all other determinations necessary or desirable for the administration of our 2007 equity incentive plan. Our 2007 equity incentive plan permits the compensation committee to select participants, to determine the terms and conditions of awards, including but not limited to acceleration of the vesting, exercise, or payment of an award, and the establishment of other types of awards besides those specifically enumerated in our 2007 equity incentive plan. Awards with respect to no more than 1,000,000 shares may be made to any recipient in any one calendar year.

The compensation committee may, in its sole discretion, grant performance awards in the form of stock awards, awards of performance units valued by reference to criteria established by the compensation committee, and/or cash awards. In the event that the compensation committee grants a performance award intended to constitute qualified performance-based compensation within the meaning of Section 162(m) of the Internal Revenue Code, the following rules will apply:

(1) The award will be distributed only to the extent that the applicable performance goals for the applicable performance period are achieved, and such achievement is certified in writing by the compensation committee following the completion of the performance period.

(2) The performance goals will be established in writing by the compensation committee not later than 90 days after the commencement of the period of service to which the award relates (but in no event after 25% of the period of service has elapsed).

(3) The performance goal(s) to which the award related may be based on one or more of the following business criteria applied to us:

•  Operating revenue (including without limitation revenue per mile or revenue per tractor) or net operating revenue

•  Fuel surcharges

•  Accounts receivable collection or days sales outstanding

•  Cost reductions and savings or limits on cost increases

•  Safety and claims (including without limitation accidents per million miles and number of significant accidents)

•  Operating income

•  Operating ratio or Adjusted Operating Ratio

•  EBITDA or Adjusted EBITDA, as applicable

•  Income before taxes

•  Net income or adjusted net income

•  Earnings per share or adjusted earnings per share

•  Stock price

•  Working capital measures

•  Return on assets or return on revenues

•  Debt-to-equity or debt-to-capitalization (with or without lease adjustment)

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•  Productivity and efficiency measures (including without limitation driver turnover, trailer-to-tractor ratio, and tractor-to-non-driver ratio)

•  Cash position or cash flow measures (including without limitation free cash flow)

•  Return on stockholders’ equity or return on invested capital

•  Market share

•  Economic value added

•  Completion of acquisitions (either with or without specified size)

•  Personal goals or objectives, as established by the compensation committee as it deems appropriate, including, without limitation, implementation of our policies, negotiation of significant corporate transactions, development of long-term business goals or strategic plans for us, and exercise of specific areas of managerial responsibility

We may issue stock options under our 2007 equity incentive plan. These stock options may be “incentive stock options” intended to qualify as such under Section 422 of the Internal Revenue Code, or nonqualified stock options. The option exercise price of all stock options granted under our plan shall be no less than 100% of the fair market value of the common stock on the date of grant. The term of stock options granted under our 2007 equity incentive plan may not exceed ten years. Each stock option will be exercisable at such time and pursuant to such terms and conditions as determined by the compensation committee. Incentive stock options issued under our 2007 equity incentive plan must comply with Section 422 of the Internal Revenue Code, including the $100,000 limitation on the aggregate fair market value of incentive stock options first exercisable by a participant during a calendar year.

Stock appreciation rights may be granted under our 2007 equity incentive plan, either alone or in conjunction with all or part of any option granted under our 2007 equity incentive plan.

Restricted stock or other share-based awards may be granted under our 2007 equity incentive plan. Such stock awards may be subject to performance criteria, and the length of the applicable performance period, the applicable performance goals, and the measure of attainment will be determined by the compensation committee in its discretion.

We may issue restricted stock units, which are awards in the form of a right to receive shares of our Class A common stock on a future date. We also may grant performance units, which are units valued by reference to designated criteria established by the compensation committee, other than common stock.

Absent a provision in our 2007 equity incentive plan or the applicable award agreement to the contrary, payments of awards issued under our 2007 equity incentive plan may, at the discretion of the compensation committee, be made in cash, Class A common stock, a combination of cash and Class A common stock, or any other form of property as the compensation committee shall determine.

In the event of a stock dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, or transaction or exchange of common stock or other corporate exchange, or any similar transaction resulting in a change to our capital structure, the compensation committee shall make substitutions or adjustments to the maximum number of shares available for issuance under our 2007 equity incentive plan, the maximum award payable under our 2007 equity incentive plan, the number of shares to be issued pursuant to outstanding awards, the purchase or exercise prices of outstanding awards, and any other affected terms of an award of our 2007 equity incentive plan as the compensation committee in its sole discretion deems appropriate, subject to compliance with Section 162(m) of the Internal Revenue Code with respect to awards intended to qualify thereunder as “performance-based compensation.”

Our 2007 equity incentive plan provides the compensation committee with authority to amend or terminate our plan, but no such action may materially and adversely affect the rights of a participant with respect to previously-granted awards without the participant’s consent. Stockholder approval of any such action will be obtained if required to comply with applicable law.

We intend to file with the SEC a registration statement on Form S-8 covering the shares issuable under our 2007 equity incentive plan.

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Principal Stockholders

Prior to this offering, all of the ownership interests in Swift Corporation were owned by Mr. Moyes and the Moyes Affiliates.

The following table sets forth information with respect to the beneficial ownership of shares of our Class A common stock and Class B common stock, as adjusted to reflect the sale of shares of our Class A common stock in this offering, for:

•  all of our executive officers and directors as a group;

•  each of our named executive officers;

•  each of our directors; and

•  each beneficial owner of more than 5% of any class of our outstanding shares.

The percentage of beneficial ownership of our common stock before this offering is based on 75,145,892 shares of common stock issued and outstanding as of July 21, 2010. The percentage of beneficial ownership of our common stock after this offering is based on           shares of common stock to be issued and outstanding after giving effect to the shares of Class A common stock we are selling in this offering. The table assumes that the underwriters will not exercise their over-allotment option.

	Shares Beneficially Owned								Shares Beneficially Owned
	Before the Offering								After the Offering
			Percent			Percent						Percent		Percent
			of Total			of Total			Class of			of Total		of Total
			Common			Voting			Common			Common		Voting
Name and Address of Beneficial Owner(1)(2)	Number		Stock			Power			Stock		Number	Stock(3)		Power(4)
Named Executive Officers and Directors:
Jerry Moyes(5)		54,995,230		73.2	%		73.2	%		B			%		%
Virginia Henkels(6)		25,000		*			*			A			%		%
Richard Stocking(7)		150,000		*			*			A			%		%
Rodney Sartor(8)		150,000		*			*			A			%		%
Kenneth Runnels		—		—			—			A			%		%
Richard H. Dozer		—		—			—			A			%		%
David Vander Ploeg		—		—			—			A			%		%
All executive officers and directors as a group (10 persons)		55,320,230		73.2	%		73.2	%		—			%		%
Other 5% Stockholders:
Various Moyes Children’s Trusts(9)		20,150,662		26.8	%		26.8	%		B			%		%

*	Represents less than 1% of the outstanding shares of our common stock.
(1)	Except as otherwise indicated, addresses are c/o Swift, 2200 South 75th Avenue, Phoenix, Arizona 85043.
(2)	Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of our common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of July 21, 2010 are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to such securities.
(3)	Percent of total common stock represents the percentage of total shares of outstanding Class A common stock and Class B common stock.
(4)	Percent of total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, as a single class. Each holder of Class A common stock is generally entitled to one vote per share of Class A common stock and each holder of Class B common stock is

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	generally entitled to two votes per share of Class B common stock on all matters submitted to our stockholders for a vote. See “Description of Capital Stock — Common Stock.”
(5)	Consists of shares owned by Mr. Moyes, Mr. Moyes and Vickie Moyes, jointly, and the Jerry and Vickie Moyes Family Trust dated December 11, 1987, including 44,346,230 shares over which Mr. Moyes has sole voting and dispositive power and 10,649,000 shares over which Mr. Moyes has shared voting and dispositive power. Excludes 20,150,662 shares owned by the various Moyes children’s trusts.
(6)	Consists of options to purchase 25,000 shares of our Class A common stock exercisable upon the completion of this offering.
(7)	Consists of options to purchase 150,000 shares of our Class A common stock exercisable upon the completion of this offering.
(8)	Consists of options to purchase 150,000 shares of our Class A common stock exercisable upon the completion of this offering.
(9)	Consists of (x) 3,387,843 shares owned by the Todd Moyes Trust, 3,387,843 shares owned by the Hollie Moyes Trust, 3,387,843 shares owned by the Chris Moyes Trust, 3,287,045 shares owned by the Lyndee Moyes Nester Trust, and 3,312,245 shares owned by the Marti Lyn Moyes Trust, for each of which Michael J. Moyes is the trustee and for which he has sole voting and dispositive power and (y) 3,387,843 shares owned by the Michael J. Moyes Trust. Lyndee Moyes Nester is the trustee of the Michael J. Moyes Trust and has sole voting and dispositive power with respect to shares held by the trust.

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Certain Relationships and Related Party Transactions

Statement of Policy Regarding Transactions with Related Persons

We have in place a written policy regarding the review and approval of all transactions between Swift and any of our executive officers, directors, and their affiliates. The policy may only be amended by an affirmative vote of a majority of our independent directors, including the affirmative vote of the Chairman of our board of directors if the Chairman is an independent director, or the lead independent director if the Chairman is not an independent director.

Prior to entering into the related person transaction, the related person must provide written notice to our legal department and our Chief Financial Officer describing the facts and circumstances of the proposed transaction.

If our legal department determines that the proposed transaction is permissible, unless such transaction is required to be approved by our board of directors under our certificate of incorporation or any indenture or other agreement, the proposed transaction will be submitted for consideration to our nominating and corporate governance committee (exclusive of any member related to the person effecting the transaction) at its next meeting or, if not practicable or desirable, to the chair of such committee.

Such committee or chair will consider the relevant facts and circumstances, including but not limited to: the benefits to us; the impact on a director’s independence; the availability of other sources for comparable products or services; the terms of the transaction; and arms’ length nature of the arrangement. The nominating and corporate governance committee or the chair will approve only those transactions that are in, or are not inconsistent with, the best interests of us and our stockholders.

In addition, our amended and restated certificate of incorporation provides that for so long as (1) Mr. Moyes, Vickie Moyes, and their respective estates, executors, and conservators, (2) any trust (including the trustee thereof) established for the benefit of Mr. Moyes, Vickie Moyes, or any children (including adopted children) thereof, (3) any such children upon transfer from Mr. Moyes or Vickie Moyes, or upon distribution from any such trust or from the estates of Mr. Moyes or Vickie Moyes, and (4) any corporation, limited liability company, or partnership, the sole stockholders, members, or partners of which are referred to in (1), (2), or (3) above, or collectively, the Permitted Holders, hold in excess of 20% of the voting power of Swift, Swift shall not enter into any contract or transaction with any Permitted Holder or any Moyes-affiliated entities unless such contract or transaction shall have been approved by either (i) at least 75% of the independent directors, including the affirmative vote of the Chairman of our board of directors if the Chairman is an independent director, or the lead independent director if the Chairman is not an independent director or (ii) the holders of a majority of the outstanding shares of Class A common stock held by persons other than Permitted Holders or any Moyes-affiliated entities. “Independent director” means a director who is not a Permitted Holder or a director, officer, or employee of any Moyes-affiliated entity and is “independent,” as that term is defined in the listing rules of the exchange on which we list our Class A common stock as such rules may be amended from time to time.

Transactions with Moyes-Affiliated Entities

We provide and receive freight services, facility leases, equipment leases, and other services, including repair and employee services to and from several companies controlled by and/or affiliated with Mr. Moyes. Competitive market rates based on local market conditions are used for facility leases.

The rates we charge for freight services to each of these companies for transportation services are market rates, which are comparable to what we charge third-party customers. The transportation services we provide to affiliated entities provide us with an additional source of operating revenue at our normal freight rates. Freight services received from affiliated entities are brokered out at rates lower than the rate charged to the customer, therefore allowing us to realize a profit. These brokered loads make it possible for us to provide freight services to customers even in areas that we do not serve, providing us with an additional source of income.

Other services that we provided to Moyes-affiliated entities included employee services provided by our personnel, including accounting-related services and negotiations for parts procurement, repair and other truck

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stop services, and other services. The daily rates we charge for employee-related services reflect market salaries for employees performing similar work functions. Other payments we make to and receive from Moyes-affiliated entities include fuel tank usage, employee expense reimbursement, executive air transport, and miscellaneous repair services.

Central Freight Lines, Inc.

Mr. Moyes and the Moyes Affiliates are the principal stockholders of Central Freight Lines, Inc., or Central Freight. For the year ended December 31, 2009, the services we provided to Central Freight included $3.9 million for freight services and $0.7 million for facility leases. For the same period, the services we received from Central Freight included $0.1 million for freight services and $0.4 million for facility leases. As of December 31, 2009, amounts owed to us by Central Freight totaled $1.2 million.

For the year ended December 31, 2008, the services we provided to Central Freight included $18.8 million for freight services and $0.8 million for facility leases. For the same period, the services received from Central Freight included $0.5 million for facility leases. As of December 31, 2008, amounts owed to us by Central Freight totaled $0.8 million.

For the year ended December 31, 2007, the services we provided to Central Freight included $8.0 million for freight services, $0.5 million for facility leases, and $0.2 million for equipment leases. For the same period, the services we received from Central Freight included $0.2 million for facility leases.

In 2006, IEL, which later became our wholly-owned subsidiary, leased 94 tractors financed by Daimler Chrysler to Central Freight. The total amount of the lease was $5.3 million, payable in 50 monthly installments. On May 4, 2007, the lease agreement was terminated and the related note payable was transferred to Central Freight to assume the remaining payments owed to Daimler Chrysler. However, according to the transfer contract, Swift remains liable for the note payable should Central Freight default on the agreement. In 2007, Swift received $0.2 million in connection with the lease. There were no amounts owed to us at December 31, 2009 and 2008 related to the lease.

Central Refrigerated Holdings, Inc.

Mr. Moyes and the Moyes Affiliates are the principal stockholders of Central Refrigerated Holdings, Inc., or Central Refrigerated. For the year ended December 31, 2009, the services we provided to Central Refrigerated included $0.2 million for freight services. For the same period, the services we received from Central Refrigerated included $1.9 million for freight services.

For the year ended December 31, 2008, the services we provided to Central Refrigerated included $0.3 million for freight services. For the same period, the services we received from Central Refrigerated included $0.6 million for freight services.

For the year ended December 31, 2007, the services we provided to Central Refrigerated included $0.7 million for freight services and $0.4 million for equipment leases discussed below.

IEL, which later became our wholly-owned subsidiary, entered into equipment lease agreements with Central Refrigerated in May 2002, and with Central Leasing, Inc., or Central Leasing, a subsidiary of Central Refrigerated, in February 2004. The leases were terminated on July 11, 2007. Upon termination, several tractors under the agreements were purchased by Central Refrigerated and Central Leasing, while the remaining tractors were returned to us. In 2007, we received $0.4 million in connection with these leases. No amounts were due to us as of December 31, 2009 and 2008 for the equipment lease or equipment purchase.

In addition, in the second quarter of 2009, we entered into a one-time agreement with Central Refrigerated to purchase 100 model year 2001-2002 Utility refrigerated trailers. The purchase price paid for the trailers was comparable to the market price of similar model year utility trailers according to the most recent auction value guide at the time of the sale. The total amount that we paid to Central Refrigerated for the equipment was $1.2 million. There was no further amount due to Central Refrigerated for the purchase of the trailers as of December 31, 2009.

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Transpay

IEL contracts its employees from a third party, Transpay, Inc., or Transpay, which is partially owned by Mr. Moyes. Transpay is responsible for all payroll-related liabilities and employee benefits administration for IEL. For the years ended December 31, 2009, 2008, and 2007, we paid Transpay $1.0 million, $1.0 million, and $2.0 million, respectively, for the employee services and administration fees. As of December 31, 2009 and 2008, we had no outstanding balance owing to Transpay for these services.

Swift Motor Sports

Swift Motor Sports, a company affiliated with Mr. Moyes, is obligor on a $1.7 million note with our wholly-owned subsidiary, IEL, as of March 31, 2010. The note accrues interest at 7.0% per annum with monthly installments of principal and accrued interest equal to $38,000 through October 10, 2013 when the remaining balance is due. This note is guaranteed by Mr. Moyes. From January 1, 2009 through March 31, 2010, Swift Motor Sports paid Swift $570,000 in principal and interest related to the note receivable. Prior to the consummation of this offering, the note will be cancelled or retired.

Other affiliated entities

For the year ended December 31, 2009, the services provided by us to other affiliated entities of Mr. Moyes, including SME Industries, Inc. and Swift Air LLC, included $0.3 million for freight services. For the same period, the services received by Swift from these other affiliated entities included $0.1 million for other services.

For the year ended December 31, 2008, the services that we provided to these other affiliated entities included $0.5 million for freight services.

Stockholder Loan

On May 10, 2007, we entered into a stockholder loan agreement with Mr. Moyes and certain of the Moyes Affiliates under which they borrowed from us an aggregate principal amount of $560 million. The terms of the stockholder loan agreement were negotiated with the lenders who provided the financing for the 2007 Transactions. Prior to the consummation of this offering, the stockholder loan will be cancelled or retired. See “Reorganization.”

The stockholder loan agreement has a $240.0 million balance, $5.0 million of which is attributable to interest on the principal amount, due from Mr. Moyes and certain of the Moyes Affiliates as of March 31, 2010. The stockholder loan matures in May 2018. Cash interest is due and payable only to the extent we pay dividends or other cash distributions to the stockholders to fund such interest. During 2009, 2008, 2007, and the three months ended March 31, 2010, we paid distributions on a quarterly basis totaling $16.4 million, $33.8 million, $29.7 million, and $0.0 million, respectively, to the stockholders. Interest accrues at the rate of 2.66% and is added to the principal for payment at maturity if not paid through a distribution.

In connection with the second amendment to our existing senior secured credit facility, Mr. Moyes, at the request of our lenders, agreed to cancel $125.8 million of personally-held senior secured notes in return for a $325.0 million reduction of the stockholder loan as follows: (i) the senior secured floating-rate notes held by Mr. Moyes, totaling $36.4 million in principal amount, were cancelled on October 13, 2009 and, correspondingly, the stockholder loan was reduced by $94.0 million and (ii) the senior secured fixed rate notes held by Mr. Moyes, totaling $89.4 million in principal amount, were cancelled in January 2010 and the stockholder loan was reduced by an additional $231.0 million. The amount of the stockholder loan cancelled in exchange for the contribution of senior secured notes was negotiated by Mr. Moyes with the steering committee of lenders, comprised of a number of the largest lenders (by holding size) and the administrative agent of our existing senior secured credit facility. Due to the classification of the stockholder loan as contra-equity, the reduction in the stockholder loan did not increase our stockholders’ deficit. The cancellation of senior secured notes by Mr. Moyes reduced our stockholders’ deficit by $125.8 million. Furthermore, the cancellation of the remaining amount of the stockholder loan, which is contemplated to occur in connection with the closing of this offering, will not affect our stockholders’ deficit. Mr. Moyes and the Moyes Affiliates will recognize income with respect to the termination of the stockholder loan and they will be solely responsible for the payment of taxes with respect to such income.

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Stockholder Distributions

On May 7, 2007, the board of directors of Swift Corporation approved the distribution of personal vehicles valued at approximately $1.6 million owned by its wholly-owned subsidiary, IEL, to Swift Corporation’s stockholders, Jerry and Vickie Moyes.

Registration Rights

Upon completion of this offering, Mr. Moyes and the Moyes Affiliates, representing an aggregate of 75,145,892 shares of our Class B common stock, will be entitled to rights with respect to the registration of such shares under the Securities Act. For a further description of these rights, see the section entitled “Description of Capital Stock — Registration Rights.”

Scudder Law Firm, P.C., L.L.O.

We have obtained legal services from Scudder Law Firm, P.C., L.L.O., or Scudder Law Firm. Earl Scudder, a director of Swift until July 21, 2010, is a member of Scudder Law Firm. The rates charged to us for legal services reflect market rates charged by unrelated law firms for comparable services. For the years ended December 31, 2009, 2008, and 2007, we incurred fees for legal services from Scudder Law Firm, a portion of which was provided by Mr. Scudder, in the amount of $0.8 million, $0.4 million, and $1.2 million, respectively. As of December 31, 2009 and 2008, we had no outstanding balance owing to Scudder Law Firm for these services.

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Description of Capital Stock

General

The following is a summary of the material rights of our capital stock and related provisions of our amended and restated certificate of incorporation and amended and restated bylaws. The following description of our capital stock does not purport to be complete and is subject to, and qualified in its entirety by, our amended and restated certificate of incorporation and amended and restated bylaws, which we have included as exhibits to the registration statement of which this prospectus is a part.

Our amended and restated certificate of incorporation provides for two classes of common stock: Class A common stock, which has one vote per share, and Class B common stock, which has two votes per share.

Our authorized capital stock consists of           shares, par value $0.001 per share, of which:

•             shares are designated as Class A common stock;

•             shares are designated as Class B common stock; and

•             shares are designated as preferred stock.

As of the date of this prospectus, we had           shares of Class A common stock issued and outstanding and           shares of Class B common stock issued and outstanding. As of the date of this prospectus, we had no shares of preferred stock issued and outstanding. As of the date of this prospectus, we also had outstanding stock options to purchase an aggregate of           shares of our Class A common stock.

Common Stock

Voting

The holders of our Class A common stock are entitled to one vote per share and the holders of our Class B common stock are entitled to two votes per share on any matter to be voted upon by the stockholders. Holders of Class A common stock and Class B common stock vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law and except a separate vote of each class will be required for:

•  any merger or consolidation in which holders of shares of Class A common stock receive consideration that is not identical to consideration received by holders of Class B common stock (provided that if such consideration includes shares of stock, then no separate class vote will be required if the shares to be received by holders of our Class B common stock have two times the voting power of the shares of our Class A common stock but are otherwise identical in their rights and preferences);

•  any amendment of our amended and restated certificate of incorporation or amended and restated bylaws that alters relative rights of our common stockholders; and

•  any increase in the authorized number of shares of our Class B common stock or the issuance of shares of our Class B common stock, other than such increase or issuance required of effect a stock split, stock dividend, or recapitalization pro rata with any increase or issuance of shares of our Class A common stock.

In addition, a separate vote of the holders of Class A common stock will be required for any merger or consolidation or sale of substantially all of our assets to a Moyes-affiliated entity or group.

No holder of shares of any class of common stock, now or hereafter authorized, shall have the right to cumulate votes in the election of directors of Swift or for any other purpose.

Dividends

Except as otherwise provided by law or by the amended and restated certificate of incorporation, and subject to the express terms of any series of shares of preferred stock, the holders of shares of common stock

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shall be entitled, to the exclusion of the holders of shares of preferred stock of any and all series, to receive such dividends as from time to time may be declared by our board of directors. Dividends and distributions shall be made at the same time, in the same amount on shares of Class A and Class B common stock (except that a dividend paid in the form of shares of common stock or rights to purchase common stock will be paid in Class A shares to holders of Class A common stock and Class B shares to holders of Class B common stock). See “Dividend Policy.”

Liquidation

In the event of any liquidation, dissolution, or winding up of us, whether voluntary or involuntary, subject to the rights, if any, of the holders of any outstanding series of preferred stock, the holders of shares of common stock shall be entitled to share ratably according to the number of shares of common stock held by them in all remaining assets of us available for distribution to its stockholders.

Conversion

Our Class A common stock is not convertible into any other shares of our capital stock. Shares of Class B common stock may be converted at any time by the holder thereof into shares of Class A common stock on a one-for-one basis. The shares of Class B common stock will automatically convert into shares of Class A common stock on a one-for-one basis upon any transfer, whether or not for value, except for transfers to a Permitted Holder. Shares of Class B common stock that are converted into shares of Class A common stock will be retired and restored to the status of authorized but unissued shares of Class B common stock and be available for reissue by us to Permitted Holders in connection with any stock split, stock dividend or recapitalization pro rata, with any issuance of shares of Class A common stock, or otherwise only, subject to a vote by the holders of our Class A and Class B common stock, voting separately as a class. No class of common stock may be subdivided or combined unless the other class of common stock concurrently is subdivided or combined in the same proportion and in the same manner.

The Class B common stock is not and will not be listed for trading on any stock exchange. Therefore, no trading market is expected to develop in the Class B common stock.

Preemptive or similar rights

No holder of shares of our common stock of any class, now or hereafter authorized, shall have any preferential or preemptive right to subscribe for or purchase any shares of our common stock of any class, now or hereafter authorized, or any options or warrants for such shares, or any rights to subscribe to or purchase such shares, or any securities convertible into or exchangeable for such shares, which may at any time or from time to time be issued, sold, or offered for sale by us.

Fully paid and non-assessable

All the outstanding shares of Class A common stock and Class B common stock and the shares of Class A common stock offered by us in this offering will be fully paid and non-assessable.

Preferred Stock

The shares of preferred stock may be issued from time to time in one or more series of any number of shares; provided, that the aggregate number of shares of preferred stock authorized, and with such powers, including voting powers, if any, and the designations, preferences, and relative participating, optional, or other special rights, if any, and any qualifications, limitations, or restrictions thereof, all as shall hereafter be stated and expressed in the resolution or resolutions providing for the designation and issuance of such shares of preferred stock from time to time adopted by the board, pursuant to authority to do so that is vested expressly in the board. The powers, including voting powers, if any, preferences and relative participating, optional, and other special rights of each series of preferred stock, and the qualifications, limitations, or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

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Registration Rights

Prior to the consummation of the offering, we will enter into a registration rights agreement with Mr. Moyes and the Moyes Affiliates with respect to shares of our Class B common stock outstanding held by such parties. The registration rights agreement will provide Mr. Moyes and the Moyes Affiliates with an unlimited number of “demand” registrations and customary “piggyback” registration rights. The registration rights agreement will also provide that we will pay certain expenses of Mr. Moyes and the Moyes Affiliates relating to such registrations and indemnify them against certain liabilities, which may arise under the Securities Act.

Certain Provisions of Delaware Law and Certain Charter and Bylaws Provisions

The following sets forth certain provisions of the Delaware General Corporation Law, or the DGCL, and our amended and restated certificate of incorporation and our amended and restated bylaws.

Requirements for advance notification of stockholder nominations and proposals

Our amended and restated certificate of incorporation and amended and restated bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board or a committee of the board.

Stockholder meetings

Our amended and restated certificate of incorporation and amended and restated bylaws provide that special meetings of the stockholders may be called for any purpose or purposes at any time by a majority of the board or by the Chairman of our board of directors, our Chief Executive Officer or our lead independent director, if any. In addition, our amended and restated certificate of incorporation will provide that a holder, or a group of holders, of common stock holding more than 20% of the total voting power of the outstanding shares of Class A common stock and Class B common stock voting together as a single class may cause us to call a special meeting of the stockholders for any purpose or purposes at any time.

Action by stockholders without a meeting

The DGCL permits stockholder action by written consent unless otherwise provided by a corporation’s certificate of incorporation. Our amended and restated certificate of incorporation and amended and restated bylaws provide that, except as specifically required by our amended and restated certificate of incorporation and amended and restated bylaws or the DGCL, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, is signed by stockholders holding at least a majority of the voting power (except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required), and such consent is filed with the minutes of the proceedings of the stockholders.

No cumulative voting

The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation and amended and restated bylaws do not provide for cumulative voting in the election of directors.

Director removal

Except as may otherwise be required by the DGCL and except that the director serving as Chairman of our board of directors can only be removed as a director by the affirmative vote of a majority of Class A common stock excluding Permitted Holders and Moyes-affiliated entities, our amended and restated certificate of incorporation and amended and restated bylaws do not contain restrictions on the rights of stockholders to remove directors from the board.

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Exclusive jurisdiction

Our amended and restated certificate of incorporation provides that the Delaware Court of Chancery shall be the exclusive forum for any derivative action or proceeding brought on behalf of Swift Holdings Corp., any action asserting a claim of breach of fiduciary duty, and any action asserting a claim pursuant to the DGCL, our amended and restated certificate of incorporation, our amended and restated bylaws, or under the internal affairs doctrine.

Section 203

In addition, we will be subject to Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:

•  before such date, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested holder;

•  upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

•  on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of the holders of at least 662/3% of the outstanding voting stock that is not owned by the interested stockholder.

In general, Section 203 defines business combination to include the following:

•  any merger or consolidation involving the corporation and the interested stockholder;

•  any sale, transfer, pledge, or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

•  subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

•  any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or

•  the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges, or other financial benefits by or through the corporation.

In general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.

A Delaware corporation may “opt out” of Section 203 with an expressed provision in its original certificate of incorporation or an expressed provision in its certificate of incorporation or bylaws resulting from amendments approved by holders of at least a majority of the corporation’s outstanding voting shares. We intend not to elect to “opt out” of Section 203.

Affiliate Transactions

Our amended and restated certificate of incorporation provides that so long as Permitted Holders and any Moyes-affiliated entities hold in excess of 20% of the total voting power of our Class A common stock and Class B common stock, we shall not enter into any contract or transaction with any Permitted Holder or any

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Moyes-affiliated entities unless such contract or transaction shall have been approved by either (i) at least 75% of the Independent Directors including the Chairman of our board of directors, or (ii) the holders of a majority of the outstanding shares of Class A common stock held by persons other than Permitted Holders or any Moyes-affiliated entities. See “Certain Relationships and Related Party Transactions.”

Corporate Opportunity

In the event that any officer or director of Swift is also an officer or director or employee of an entity owned by or affiliated with any Permitted Holder and acquires knowledge of a potential transaction or matter that may provide an investment or business opportunity or prospective economic advantage not involving the truck transportation industry or involving refrigerated transportation or less-than-truckload transportation, each a corporate opportunity, or otherwise is then exploiting any corporate opportunity, then unless such corporate opportunity is expressly indicated in writing to be offered to such person solely in his capacity as an officer or director of Swift, we shall have no interest in such corporate opportunity and no expectancy that such corporate opportunity be offered to us, any such interest or expectancy being hereby renounced, so that, as a result of such renunciation, and for the avoidance of doubt, such officer or director (i) shall have no duty to communicate or present such corporate opportunity to us, (ii) shall have the right to hold any such corporate opportunity for its own account or to recommend, sell, assign, or transfer such corporate opportunity to an entity owned by or affiliated with any Permitted Holder other than us, and (iii) shall not breach any fiduciary duty to us by reason of the fact that such officer or director pursues or acquires such corporate opportunity for himself or herself, directs, sells, assigns, or transfers such corporate opportunity to an entity owned by or affiliated with any Permitted Holder, or does not communicate information regarding such corporate opportunity to us.

Limitation on Liability and Indemnification of Officers and Directors

Section 102(b)(7) of the DGCL provides that a corporation may eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (regarding, among other things, the payment of unlawful dividends), or (iv) for any transaction from which the director derived an improper personal benefit. Our amended and restated certificate of incorporation includes a provision that eliminates the personal liability of directors for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by Delaware law.

In addition, our amended and restated certificate of incorporation also provides that we must indemnify our directors and officers to the fullest extent authorized by law. We also are expressly required to advance certain expenses to our directors and officers and to carry directors’ and officers’ insurance providing indemnification for our directors and officers for certain liabilities. We believe that these indemnification provisions and the directors’ and officers’ insurance are useful to attract and retain qualified directors and executive officers.

Section 145(a) of the DGCL empowers a corporation to indemnify any director, officer, employee, or agent, or former director, officer, employee, or agent, who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation), by reason of his or her service as a director, officer, employee, or agent of the corporation, or his or her service, at the corporation’s request, as a director, officer, employee, or agent of another corporation or enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, provided that such director or officer acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, provided that such director or officer had no reasonable cause to believe his conduct was unlawful.

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Section 145(b) of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another enterprise, against expenses (including attorney fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit provided that such director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue, or matter as to which such director or officer shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, such director or officer is fairly and reasonably entitled to indemnity for such expenses that the court shall deem proper. Notwithstanding the preceding sentence, except as otherwise provided in the bylaws, we shall be required to indemnify any such person in connection with a proceeding (or part thereof) commenced by such person only if the commencement of such proceeding (or part thereof) by any such person was authorized by our board of directors.

Listing

We intend to apply to list our Class A common stock for trading on the          under the symbol “SWFT”.

Transfer Agent and Registrar

The transfer agent and registrar for our Class A common stock is          .

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Shares Eligible for Future Sale

Prior to this offering, there has not been any public market for our Class A common stock, and we make no prediction as to the effect, if any, that market sales of shares of Class A common stock or the availability of shares of Class A common stock for sale will have on the market price of Class A common stock prevailing from time to time. Nevertheless, sales of substantial amounts of Class A common stock in the public market, or the perception that such sales could occur, could adversely affect the market price of Class A common stock and could impair our future ability to raise capital through the sale of equity securities.

Upon the completion of this offering, we will have           outstanding shares of Class A common stock, assuming no exercise of the underwriters’ over-allotment option and no exercise of options outstanding as of the date of this prospectus and 75,145,892 outstanding shares of Class B common stock, which are convertible to shares of Class A common stock on a one-for-one basis. Of the outstanding shares, all of the shares sold in this offering, plus any additional shares sold upon exercise of the underwriters’ over-allotment option, will be freely tradable, except that any shares purchased by “affiliates” (as that term is defined in Rule 144 under the Securities Act) may only be sold in compliance with the limitations described below. Taking into consideration the effect of the lock-up agreements described below and the provisions of Rule 144 and Rule 701 under the Securities Act, the remaining shares of our common stock will be available for sale in the public market as follows:

•             shares will be eligible for sale on the date of this prospectus; and

•             shares will be eligible for sale upon the expiration of the lock-up agreements described below.

Lock-up Agreements

We, our directors, executive officers, and the Moyes Affiliates have entered into lock-up agreements in connection with this offering. For further details, see the section entitled “Underwriting.”

Rule 144

In general, under Rule 144, as currently in effect, once we have been subject to public company reporting requirements for at least 90 days, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell such shares without complying with the manner of sale, volume limitation, or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144.

In general, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell, upon expiration of the lock-up agreements described above, within any three-month period beginning 90 days after the date of this prospectus, a number of shares that does not exceed the greater of:

•  1% of the number of shares of Class A common stock then outstanding, which will equal approximately        shares immediately after this offering; or

•  the average weekly trading volume of the Class A common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

Rule 701 generally allows a stockholder who purchased shares of our Class A common stock pursuant to a written compensation plan or contract and who is not deemed to have been an affiliate of Swift during the

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immediately preceding 90 days to sell these shares in reliance upon Rule 144, but without being required to comply with the public information and holding period provisions of Rule 144. Rule 701 also permits affiliates of Swift to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required to wait until 90 days after the date of this prospectus before selling such shares pursuant to Rule 701.

Stock Options

We intend to file a registration statement on Form S-8 under the Securities Act covering all of the shares of our Class A common stock subject to options outstanding or reserved for issuance under our stock plans and shares of our Class A common stock issued upon the exercise of options by employees. We expect to file this registration statement as soon as practicable after this offering. However, the shares registered on Form S-8 will be subject to volume limitations, manner of sale, notice, and public information requirements of Rule 144, in the case of our affiliates, and will not be eligible for resale until expiration of the lock-up agreements to which they are subject.

Registration Rights

Upon completion of this offering, Mr. Moyes and the Moyes Affiliates, representing an aggregate of 75,145,892 shares of our Class B common stock, will be entitled to rights with respect to the registration of such shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares becoming freely tradeable without restriction immediately upon the effectiveness of such registration. For a further description of these rights, see the section entitled “Description of Capital Stock — Registration Rights.”

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Material United States Federal Income Tax Consequences
to Non-U.S. Holders

The following is a general discussion of the material U.S. federal income tax considerations with respect to the ownership and disposition of shares of our Class A common stock applicable to non-U.S. Holders who acquire such shares in this offering and hold such shares as a capital asset (generally, property held for investment). For purposes of this discussion, a non-U.S. Holder generally means a beneficial owner of our Class A common stock that is not, for U.S. federal income tax purposes, a partnership and is not: (a) a citizen or individual resident of the United States, (b) a corporation created or organized in the United States or under the laws of the United States, any state thereof, or the District of Columbia, (c) an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, or (d) a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) such trust has made a valid election to be treated as a U.S. person for U.S. federal income tax purposes.

This discussion is based on current provisions of the Internal Revenue Code, Treasury regulations promulgated thereunder, judicial opinions, published positions of the Internal Revenue Service, and other applicable authorities, all of which are subject to change (possibly with retroactive effect). This discussion does not address all aspects of U.S. federal income taxation that may be important to a particular non-U.S. Holder in light of that non-U.S. Holder’s individual circumstances, nor does it address any aspects of U.S. federal estate and gift, state, local, or non-U.S. taxes. This discussion may not apply, in whole or in part, to particular non-U.S. Holders in light of their individual circumstances or to holders subject to special treatment under the U.S. federal income tax laws, such as insurance companies, tax-exempt organizations, financial institutions, brokers or dealers in securities, controlled foreign corporations, passive foreign investment companies, non-U.S. Holders that hold our Class A common stock as part of a straddle, hedge, conversion transaction, or other integrated investment, and certain U.S. expatriates. Each prospective non-U.S. Holder is urged to consult its tax advisor regarding the U.S. federal, state, local, and foreign income and other tax consequences of the ownership, sale, or other disposition of our Class A common stock.

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our Class A common stock, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partners of a partnership holding our Class A common stock should consult their tax advisor as to the particular U.S. federal income tax consequences applicable to them.

Dividends

In general, any distributions that we make to a non-U.S. Holder with respect to its shares of our Class A common stock that constitutes a dividend for U.S. federal income tax purposes will be subject to U.S. withholding tax at a rate of 30% of the gross amount, unless the non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable tax treaty and the non-U.S. Holder provides proper certification of its eligibility for such reduced rate. A distribution will constitute a dividend for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits as determined for U.S. federal income tax purposes. Any distribution not constituting a dividend will be treated first as reducing the adjusted basis in the non-U.S. Holder’s shares of our Class A common stock dollar for dollar and, to the extent that such distribution exceeds the adjusted basis in the non-U.S. Holder’s shares of our Class A common stock, as capital gain from the sale or exchange of such shares. Any dividends that we pay to a non-U.S. Holder that are effectively connected with its conduct of a trade or business within the United States (and, if a tax treaty applies, are attributable to a permanent establishment or fixed base within the United States) generally will not be subject to U.S. withholding tax, as described above, if the non-U.S. Holder complies with applicable certification and disclosure requirements. Instead, such dividends generally will be subject to U.S. federal income tax on a net income basis, in the same manner as if the non-U.S. Holder were a resident of the United States. Dividends received by a foreign corporation that are effectively connected with its conduct of a trade or business within the United States may be subject to an additional branch profits tax at a rate of 30% (or such lower rate as may be specified by an applicable tax treaty).

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Gain on Sale or Other Disposition of Class A Common Stock

In general, a non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other disposition of the non-U.S. Holder’s shares of our Class A common stock unless:

•  the gain is effectively connected with a trade or business carried on by the non-U.S. Holder within the United States (and, if required by an applicable tax treaty, is attributable to a U.S. permanent establishment or fixed base of such non-U.S. Holder);

•  the non-U.S. Holder is an individual and is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are satisfied; or

•  we are or have been a U.S. real property holding corporation, or a USRPHC, for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding such disposition or such non-U.S. Holder’s holding period of our Class A common stock.

We do not believe that we have been or are likely to become a USRPHC. Even if we were or were to become a USRPHC, however, a non-U.S. Holder who at no time directly, indirectly, or constructively, owned more than 5% of the shares of our Class A common stock generally would not be subject to U.S. federal income tax on the disposition of such shares of Class A common stock, provided that our Class A common stock was regularly traded on an established securities market within the meaning of the applicable regulations.

Gain that is effectively connected with the conduct of a trade or business in the United States (or so treated) generally will be subject to U.S. federal income tax, net of certain deductions, at regular U.S. federal income tax rates. If the non-U.S. Holder is a foreign corporation, the branch profits tax described above also may apply to such effectively connected gain. An individual non-U.S. Holder who is subject to U.S. federal income tax because the non-U.S. Holder was present in the United States for 183 days or more during the year of sale or other disposition of our Class A common stock will be subject to a flat 30% tax on the gain derived from such sale or other disposition, which gain may be offset by U.S. source capital losses of such non-U.S. Holder, if any.

Backup Withholding, Information Reporting, and Other Reporting Requirements

We must report annually to the Internal Revenue Service, and to each non-U.S. Holder, the amount of dividends paid to, and the tax withheld with respect to, each non-U.S. Holder. These reporting requirements apply regardless of whether withholding was reduced or eliminated by an applicable tax treaty. Copies of this information reporting may also be made available under the provisions of a specific tax treaty or agreement with the tax authorities in the country in which the non-U.S. Holder resides or is established.

A non-U.S. Holder will generally be subject to backup withholding for dividends on our Class A common stock paid to such holder, unless such holder certifies under penalties of perjury that, among other things, it is a non-U.S. Holder (and the payor does not have actual knowledge or reason to know that such holder is a U.S. person), or such holder otherwise establishes an exemption.

Information reporting and backup withholding generally are not required with respect to the amount of any proceeds from the sale or other disposition of our Class A common stock by a non-U.S. Holder outside the United States through a foreign office of a foreign broker that does not have certain specified connections to the United States. However, if a non-U.S. Holder sells or otherwise disposes its shares of our Class A common stock through a U.S. broker or the U.S. offices of a foreign broker, the broker will generally be required to report the amount of proceeds paid to the non-U.S. Holder to the Internal Revenue Service and also backup withhold on that amount, unless such non-U.S. Holder provides appropriate certification to the broker of its status as a non-U.S. person or otherwise establishes an exemption (and the payor does not have actual knowledge or reason to know that such holder is a U.S. person). Information reporting (but generally not backup withholding) also will apply if a non-U.S. Holder sells its shares of our Class A common stock through a foreign broker deriving more than a specified percentage of its income from U.S. sources or having certain other connections to the United States, unless such broker has documentary evidence in its records that

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such non-U.S. Holder is a non-U.S. person and certain other conditions are satisfied, or such non-U.S. Holder otherwise establishes an exemption (and the payor does not have actual knowledge or reason to know that such holder is a U.S. person).

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. Holder can be credited against the non-U.S. Holder’s U.S. federal income tax liability, if any, or refunded, provided that the required information is furnished to the Internal Revenue Service in a timely manner. Non-U.S. Holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules to them.

Additional Withholding Requirements

Recently enacted legislation will require, after December 31, 2012, withholding at a rate of 30% on dividends in respect of, and gross proceeds from the sale of, our Class A common stock held by or through certain foreign financial institutions (including investment funds), unless such institution enters into an agreement with the Secretary of the Treasury to report, on an annual basis, information with respect to shares in the institution held by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons. Accordingly, the entity through which our Class A common stock is held will affect the determination of whether such withholding is required. Similarly, dividends in respect of, and gross proceeds from the sale of, our Class A common stock held by an investor that is a non-financial non-U.S. entity will be subject to withholding at a rate of 30 percent, unless such entity either (i) certifies to us that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners,” which we will in turn provide to the Secretary of the Treasury. Non-U.S. Holders stockholders are encouraged to consult with their tax advisors regarding the possible implications of the legislation on their investment in our Class A common stock.

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Certain ERISA Considerations

The following discussion is a summary of certain considerations associated with the purchase of our Class A common stock by (i) employee benefit plans that are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, or ERISA, (ii) plans, individual retirement accounts, and other arrangements that are subject to Section 4975 of the Internal Revenue Code or provisions under any other federal, state, local, non-U.S., or other laws or regulations that are similar to such provisions of the ERISA or the Internal Revenue Code, and (iii) entities whose underlying assets are considered to include “plan assets” of such plans, accounts, and arrangements, or an ERISA plan.

Section 406 of ERISA and Section 4975 of the Internal Revenue Code prohibit ERISA plans from engaging in specified transactions involving “plan assets” with persons or entities who are “parties in interest,” within the meaning of ERISA, or “disqualified persons,” within the meaning of Section 4975 of the Internal Revenue Code, unless an exemption is available. A party in interest or disqualified person who engaged in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Internal Revenue Code. In addition, the fiduciary of the ERISA Plan that engaged in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Internal Revenue Code.

Any ERISA Plan fiduciary that proposes to cause an ERISA plan to purchase the shares of Class A common stock should consult with its counsel regarding the applicability of the fiduciary responsibility and prohibited transaction provisions of Title I of ERISA and Section 4975 of the Internal Revenue Code to such an investment, and to confirm that such purchase will not constitute a non-exempt prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code. Because of the nature of our business as an operating company, it is not likely that we would be considered a party in interest or a disqualified person with respect to any ERISA Plan. However, a prohibited transaction within the meaning of ERISA and the Internal Revenue Code may result if our Class A common stock is acquired by an ERISA Plan to which an underwriter is a party in interest and such acquisition is not entitled to an applicable exemption, of which there are many.

Governmental plans, certain church plans, and foreign plans, while not subject to the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Internal Revenue Code, may nevertheless be subject to other federal, state, non-U.S., or other laws that are substantially similar to the foregoing provisions of Title I of ERISA or Section 4975 of the Internal Revenue Code, or Similar Laws. Fiduciaries of any such plans should consult with their counsel before purchasing our shares of Class A common stock.

The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering purchasing our shares of Class A common stock on behalf of, or with the assets of, any ERISA plan, or any plan subject to any Similar Law, consult with their counsel regarding the matters described herein.

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Underwriting

We are offering the shares of Class A common stock described in this prospectus through a number of underwriters. Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Wells Fargo Securities, LLC are acting as joint book-running managers of the offering and as representatives of the underwriters. We have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters, and each underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of shares of Class A common stock listed next to its name in the following table:

	Number of
Name	Shares
Morgan Stanley & Co. Incorporated
Merrill Lynch, Pierce, Fenner & Smith           Incorporated
Wells Fargo Securities, LLC
Total

The underwriters are committed to purchase all the common shares offered by us if they purchase any shares, other than pursuant to the over-allotment option described below. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or the offering may be terminated.

The underwriters propose to offer the common shares directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $      per share. Any such dealers may resell shares to certain other brokers or dealers at a discount of up to $      per share from the initial public offering price. After the initial public offering of the shares, the offering price and other selling terms may be changed by the underwriters. Sales of shares made outside of the United States may be made by affiliates of the underwriters. The representatives have advised us that the underwriters do not intend to confirm discretionary sales in excess of 5% of the common shares offered in this offering.

The underwriters have an option to buy up to           additional shares of Class A common stock from us to cover sales of shares by the underwriters that exceed the number of shares specified in the table above. The underwriters have 30 days from the date of this prospectus to exercise this over-allotment option. If any shares are purchased with this over-allotment option, the underwriters will purchase shares in approximately the same proportion as shown in the table above. If any additional shares of Class A common stock are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

The underwriting fee is equal to the public offering price per share of Class A common stock less the amount paid by the underwriters to us per share of Class A common stock. The underwriting fee is $      per share. The following table shows the per-share and total underwriting discounts and commissions to be paid to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares:

	Without	With Full
	Over-Allotment	Over-Allotment
	Exercise	Exercise
Per Share	$	$
Total	$	$

We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees, and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $     .

A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage

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account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

We have agreed that we will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise dispose of, directly or indirectly, or file with the SEC a registration statement under the Securities Act relating to, any shares of our Class A common stock or securities convertible into or exchangeable or exercisable for any shares of our Class A common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition, or filing, or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any shares of Class A common stock or any such other securities (regardless of whether any of these transactions are to be settled by the delivery of shares of Class A common stock or such other securities, in cash or otherwise), in each case without the prior written consent of Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC for a period of 180 days after the date of this prospectus, other than the shares of our Class A common stock to be sold hereunder and any shares of our Class A common stock issued upon the exercise of options granted under our 2007 equity incentive plan. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, we issue an earnings release or material news or a material event relating to our company occurs; or (2) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Our directors and executive officers and the Moyes Affiliates have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, with limited exceptions, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of Morgan Stanley & Co. Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Wells Fargo Securities, LLC (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of our Class A common stock or any securities convertible into or exercisable or exchangeable for our Class A common stock (including, without limitation, Class A common stock or such other securities that may be deemed to be beneficially owned by such directors, executive officers, managers, and members in accordance with the rules and regulations of the SEC and securities that may be issued upon exercise of a stock option or warrant) or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A common stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Class A common stock or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to the registration of any shares of our Class A common stock or any security convertible into or exercisable or exchangeable for our Class A common stock. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, we issue an earnings release or material news or a material event relating to our company occurs; or (2) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act.

We will apply to have our Class A common stock approved for trading on           under the symbol ‘‘SWFT”.

In connection with this offering, the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing, and selling shares of Class A common stock in the open market for the purpose of preventing or retarding a decline in the market price of the Class A common stock while this offering is in

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progress. These stabilizing transactions may include making short sales of the Class A common stock, which involve the sale by the underwriters of a greater number of shares of Class A common stock than they are required to purchase in this offering, and purchasing shares of Class A common stock on the open market to cover positions created by short sales. Short sales may be “covered” shorts, which are short positions in an amount not greater than the underwriters’ over-allotment option referred to above, or may be “naked” shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their over-allotment option, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the over-allotment option. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Class A common stock in the open market that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase shares in the open market to cover the position.

The underwriters have advised us that, pursuant to Regulation M of the Securities Act, they may also engage in other activities that stabilize, maintain, or otherwise affect the price of the Class A common stock, including the imposition of penalty bids. This means that if the representatives of the underwriters purchase Class A common stock in the open market in stabilizing transactions or to cover short sales, the representatives can require the underwriters that sold those shares as part of this offering to repay the underwriting discount received by them.

These activities may have the effect of raising or maintaining the market price of the Class A common stock or preventing or retarding a decline in the market price of the Class A common stock, and, as a result, the price of the Class A common stock may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the stock exchange on which the Class A common stock is listed for trading, in the over-the-counter market or otherwise.

Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price will be determined by negotiations between us and the representatives of the underwriters. In determining the initial public offering price, we and the representatives of the underwriters expect to consider a number of factors including:

•  the information set forth in this prospectus and otherwise available to the representatives;

•  our prospects and the history and prospects for the industry in which we compete;

•  an assessment of our management;

•  our prospects for future earnings;

•  the general condition of the securities markets at the time of this offering;

•  the recent market prices of, and demand for, publicly traded Class A common stock of generally comparable companies; and

•  other factors deemed relevant by the underwriters and us.

Neither we nor the underwriters can assure investors that an active trading market will develop for our common shares, or that the shares will trade in the public market at or above the initial public offering price.

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a

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solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Each of the underwriters may arrange to sell common shares offered hereby in certain jurisdictions outside the United States, either directly or through affiliates, where they are permitted to do so. In that regard, Wells Fargo Securities, LLC may arrange to sell shares in certain jurisdictions through an affiliate, Wells Fargo Securities International Limited, or WFSIL. WFSIL is a wholly-owned indirect subsidiary of Wells Fargo & Company and an affiliate of Wells Fargo Securities, LLC. WFSIL is a U.K. incorporated investment firm regulated by the Financial Services Authority. Wells Fargo Securities is the trade name for certain corporate and investment banking services of Wells Fargo & Company and its affiliates, including Wells Fargo Securities, LLC and WFSIL.

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or the Order, or (iii) high net worth entities, and other persons to whom it lawfully may be communicated, falling with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer, or agreement to subscribe, purchase, or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

In relation to each Member State of the European Economic Area that has implemented the Prospectus Directive (each, a “Relevant Member State”), from and including the date on which the European Union Prospectus Directive, or the EU Prospectus Directive, is implemented in that Relevant Member State, or the Relevant Implementation Date, an offer of securities described in this prospectus may not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares, which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the EU Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:

•  to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

•  to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

•  to fewer than 100 natural or legal persons (other than qualified investors as defined in the EU Prospectus Directive) subject to obtaining the prior consent of the book-running managers for any such offer; or

•  in any other circumstances which do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of securities to the public” in relation to any securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the EU Prospectus Directive in that Member State and the expression EU Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

This document does not constitute a prospectus within the meaning of Art. 652a of the Swiss Code of Obligations. The shares of common stock may not be sold directly or indirectly in or into Switzerland except in a manner which will not result in a public offering within the meaning of the Swiss Code of Obligations. Neither this document nor any other offering materials relating to the shares of common stock may be distributed, published, or otherwise made available in Switzerland except in a manner which will not constitute a public offer of the shares of common stock in Switzerland.

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The offering of the securities has not been registered pursuant to the Italian securities legislation and, accordingly, we have not offered or sold, and will not offer or sell, any securities in the Republic of Italy in a solicitation to the public, and that sales of the securities in the Republic of Italy shall be effected in accordance with all Italian securities, tax, and exchange control and other applicable laws and regulations. In any case, the securities cannot be offered or sold to any individuals in the Republic of Italy either in the primary market or the secondary market.

We will not offer, sell, or deliver any securities or distribute copies of this prospectus or any other document relating to the securities in the Republic of Italy except to “Professional Investors”, as defined in Article 31.2 of CONSOB Regulation No. 11522 of 2 July 1998 as amended, or Regulation No. 11522, pursuant to Article 30.2 and 100 of Legislative Decree No. 58 of 24 February 1998 as amended, or Decree No. 58, or in any other circumstances where an expressed exemption to comply with the solicitation restrictions provided by Decree No. 58 or Regulation No. 11971 of 14 May 1999 as amended applies, provided, however, that any such offer, sale, or delivery of the securities or distribution of copies of the prospectus or any other document relating to the securities in the Republic of Italy must be:

•  made by investment firms, banks, or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree No. 385 of 1 September 1993, as amended, or Decree No. 385, Decree No. 58, CONSOB Regulation No. 11522, and any other applicable laws and regulations;

•  in compliance with Article 129 of Decree No. 385 and the implementing instructions of the Bank of Italy, pursuant to which the issue, trading, or placement of securities in Italy is subject to a prior notification to the Bank of Italy, unless an exemption, depending, inter alia, on the aggregate amount and the characteristics of the securities issued or offered in the Republic of Italy, applies; and

•  in compliance with any other applicable notification requirement or limitation which may be imposed by CONSOB or the Bank of Italy.

Certain of the underwriters and their affiliates have provided in the past to us and our affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking, and other services for us and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. Morgan Stanley Senior Funding Inc., an affiliate of Morgan Stanley & Co. Incorporated, is the administrative agent under our existing senior secured credit facility and affiliates of each of the joint book-running managers are lenders thereunder and, consequently, will receive a portion of the net proceeds of this offering. In the future, affiliates of each joint book-running manager will be lenders under our new senior secured credit facility. In addition, from time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.

Certain of the underwriters and their affiliates have provided in the past to Mr. Moyes and his affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking, and other services for Mr. Moyes and other entities with which he is affiliated in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. We are not a party to any of these transactions.

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Legal Matters

The validity of the shares of Class A common stock offered hereby will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. Certain legal matters will be passed upon for us by Scudder Law Firm, Lincoln, Nebraska. The validity of the shares of Class A common stock offered hereby will be passed upon for the underwriters by Simpson Thacher & Bartlett LLP, New York, New York.

Experts

The consolidated financial statements of Swift Corporation and subsidiaries as of December 31, 2009 and 2008 and for each of the years in the three-year period ended December 31, 2009, the consolidated financial statements of Swift Transportation Co., Inc. and subsidiaries as of May 10, 2007 and December 31, 2006 and for the period from January 1, 2007 to May 10, 2007, and the financial statements of Swift Holdings Corp. as of July 2, 2010 have been included herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein upon the authority of said firm as experts in accounting and auditing.

The audit report covering the December 31, 2009 consolidated financial statements refers to the adoption of Statement of Financial Accounting Standards No. 157, Fair Value Measurements, included in Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures.

Where You Can Find More Information

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of Class A common stock we are offering. The registration statement, including the attached exhibits and schedules, contains additional relevant information about us and our Class A common stock. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. The rules and regulations of the SEC allow us to omit from this prospectus certain information included in the registration statement.

For further information about us and our Class A common stock, you may inspect a copy of the registration statement and the exhibits and schedules to the registration statement without charge at the offices of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain copies of all or any part of the registration statement from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549 upon the payment of the prescribed fees. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants like us that file electronically with the SEC. You can also inspect our registration statement on this website.

Upon completion of this offering, we will become subject to the reporting and information requirements of the Exchange Act, and we will file reports, proxy statements, and other information with the SEC.

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Index to Consolidated Financial Statements

	Page
	Number
Unaudited Financial Statements of Swift Corporation (successor)
Consolidated balance sheets as of March 31, 2010 and December 31, 2009 (audited)	F-2
Consolidated statements of operations for the three months ended March 31, 2010 and 2009	F-3
Consolidated statements of comprehensive loss for the three months ended March 31, 2010 and 2009	F-4
Consolidated statement of stockholders’ deficit for the period from December 31, 2009 to March 31, 2010	F-5
Consolidated statements of cash flows for the three months ended March 31, 2010 and 2009	F-6
Notes to consolidated financial statements	F-7
Audited Financial Statements of Swift Corporation (successor)
Report of independent registered public accounting firm	F-21
Consolidated balance sheets as of December 31, 2009 and 2008	F-22
Consolidated statements of operations for the years ended December 31, 2009, 2008 and 2007	F-23
Consolidated statements of comprehensive loss for the years ended December 31, 2009, 2008 and 2007	F-24
Consolidated statements of stockholders’ deficit for the years ended December 31, 2009, 2008 and 2007	F-25
Consolidated statements of cash flows for the years ended December 31, 2009, 2008 and 2007	F-26
Notes to consolidated financial statements	F-28
Audited Financial Statements of Swift Transportation Co., Inc. (predecessor)
Report of independent registered public accounting firm	F-62
Consolidated balance sheets as of May 10, 2007 and December 31, 2006	F-63
Consolidated statement of operations for the period from January 1, 2007 to May 10, 2007	F-64
Consolidated statement of comprehensive loss for the period from January 1, 2007 to May 10, 2007	F-65
Consolidated statement of stockholders’ equity for the period from January 1, 2007 to May 10, 2007	F-66
Consolidated statement of cash flows for the period from January 1, 2007 to May 10, 2007	F-67
Notes to consolidated financial statements	F-68
Audited Financial Statements of Swift Holdings Corp. (registrant)
Report of independent registered public accounting firm	F-85
Balance sheet as of July 2, 2010	F-86
Note to financial statement	F-87

F-1

Swift Corporation & Subsidiaries

Consolidated balance sheets

	March 31,			December 31,
	2010			2009
	(Unaudited)
	(In thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	87,327		$	115,862
Restricted cash		48,871			24,869
Accounts receivable, net		269,392			21,914
Retained interest in accounts receivable		—			79,907
Income tax refund receivable		1,843			1,436
Equipment sales receivable		2,498			208
Inventories and supplies		9,414			10,193
Assets held for sale		7,929			3,571
Prepaid taxes, licenses, insurance and other		46,349			42,365
Deferred income taxes		48,820			49,023
Other current assets		4,606			4,523
Total current assets		527,049			353,871
Property and equipment, at cost:
Revenue and service equipment		1,494,107			1,488,953
Land		142,126			142,126
Facilities and improvements		224,541			222,751
Furniture and office equipment		33,092			32,726
Total property and equipment		1,893,866			1,886,556
Less: accumulated depreciation and amortization		566,656			522,011
Net property and equipment		1,327,210			1,364,545
Insurance claims receivable		40,775			45,775
Other assets		106,712			107,211
Intangible assets, net		383,737			389,216
Goodwill		253,256			253,256
Total assets	$	2,638,739		$	2,513,874
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	85,359		$	70,934
Accrued liabilities		135,216			110,662
Current portion of claims accruals		101,380			92,280
Current portion of long-term debt and obligations under capital leases		56,369			46,754
Fair value of guarantees		2,886			2,519
Current portion of fair value of interest rate swaps		44,714			47,244
Total current liabilities		425,924			370,393
Long-term debt and obligations under capital leases		2,325,812			2,420,180
Claims accruals, less current portion		151,269			166,718
Fair value of interest rate swaps, less current portion		34,689			33,035
Deferred income taxes		360,333			383,795
Securitization of accounts receivable		150,000			—
Other liabilities		9,066			5,534
Total liabilities		3,457,093			3,379,655
Commitments and contingencies (note 12)
Stockholders’ deficit:
Preferred stock, par value $.001 per share Authorized 1,000,000 shares; none issued		—			—
Common stock, par value $.001 per share Authorized 200,000,000 shares; 75,145,892 shares issued at March 31, 2010 and December 31, 2009		75			75
Additional paid-in capital		279,136			419,105
Accumulated deficit		(812,937	)		(759,936	)
Stockholder loans receivable		(241,678	)		(471,113	)
Accumulated other comprehensive loss		(43,052	)		(54,014	)
Noncontrolling interest		102			102
Total stockholders’ deficit		(818,354	)		(865,781	)
Total liabilities and stockholders’ deficit	$	2,638,739		$	2,513,874

See accompanying notes to consolidated financial statements.

F-2

Swift Corporation & Subsidiaries

Consolidated statements of operations

	Three Months Ended March 31,
	2010			2009
	(Unaudited)
	(In thousands, except per share data)
Operating revenue	$	654,830		$	614,756
Operating expenses:
Salaries, wages and employee benefits		177,803			189,377
Operating supplies and expenses		47,830			56,723
Fuel		106,082			85,868
Purchased transportation		175,702			135,753
Rental expense		18,903			20,391
Insurance and claims		20,207			25,481
Depreciation, amortization and impairments		66,771			67,471
Gain on disposal of property and equipment		(1,448	)		(19	)
Communication and utilities		6,422			7,091
Operating taxes and licenses		13,365			14,381
Total operating expenses		631,637			602,517
Operating income		23,193			12,239
Other (income) expenses:
Interest expense		62,596			47,702
Derivative interest expense		23,714			7,549
Interest income		(220	)		(428	)
Other		(371	)		675
Total other (income) expenses, net		85,719			55,498
Loss before income taxes		(62,526	)		(43,259	)
Income tax (benefit) expense		(9,525	)		301
Net loss	$	(53,001	)	$	(43,560	)
Basic and diluted loss per share	$	(0.71	)	$	(0.58	)
Pro forma C corporation data:
Historical loss before income taxes		N/A		$	(43,259	)
Pro forma provision for income taxes		N/A			2,259
Pro forma net loss		N/A		$	(45,518	)
Pro forma basic and diluted loss per share		N/A		$	(0.61	)

See accompanying notes to consolidated financial statements.

F-3

Swift Corporation & Subsidiaries

Consolidated statements of comprehensive loss

	Three Months Ended March 31,
	2010			2009
	(Unaudited)
	(In thousands)
Net loss	$	(53,001	)	$	(43,560	)
Other comprehensive income (loss):
Change in unrealized losses on cash flow hedges		10,962			(11,180	)
Comprehensive loss	$	(42,039	)	$	(54,740	)

See accompanying notes to consolidated financial statements.

F-4

Swift Corporation & Subsidiaries

Consolidated statement of stockholders’ deficit

														Accumulated
	Common Stock				Additional						Stockholder			Other					Total
			Par		Paid-In			Accumulated			Loans			Comprehensive			Noncontrolling		Stockholders’
	Shares		Value		Capital			Deficit			Receivable			Loss			Interest		Deficit
	(Unaudited)
	(In thousands, except share data)
Balances, December 31, 2009		75,145,892	$	75	$	419,105		$	(759,936	)	$	(471,113	)	$	(54,014	)	$	102	$	(865,781	)
Interest accrued on stockholder loan						1,650						(1,650	)							—
Interest accrued and proceeds from repayment of related party note receivable						29						85								114
Change in unrealized losses on cash flow hedges															10,962					10,962
Reduction of stockholder loan (see Note 11)						(231,000	)					231,000								—
Cancellation of fixed rate notes (see Note 6)						89,352														89,352
Net loss									(53,001	)										(53,001	)
Balances, March 31, 2010		75,145,892	$	75	$	279,136		$	(812,937	)	$	(241,678	)	$	(43,052	)	$	102	$	(818,354	)

See accompanying notes to consolidated financial statements.

F-5

Swift Corporation & Subsidiaries

Consolidated statements of cash flows

	Three Months Ended
	March 31,
	2010			2009
	(Unaudited)
	(In thousands)
Cash flows from operating activities:
Net loss	$	(53,001	)	$	(43,560	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		68,754			68,965
(Gain) loss on disposal of property and equipment less write-off of totaled tractors		(1,261	)		447
Impairment of property and equipment		1,274			515
Gain on securitization		—			(562	)
Deferred income taxes		(23,259	)		(168	)
Provision for losses on accounts receivable		(1,171	)		435
Income effect of mark-to-market adjustment of interest rate swaps		11,127			(2,062	)
Increase (decrease) in cash resulting from changes in:
Accounts receivable		(18,400	)		3,847
Inventories and supplies		778			920
Prepaid expenses and other current assets		(4,391	)		(7,286	)
Other assets		2,699			(13,050	)
Accounts payable, accrued and other liabilities		31,958			(1,065	)
Net cash provided by operating activities		15,107			7,376
Cash flows from investing activities:
Increase in restricted cash		(24,002	)		(3,249	)
Proceeds from sale of property and equipment		4,684			2,381
Capital expenditures		(17,155	)		(12,551	)
Payments received on notes receivable		1,345			1,188
Expenditures on assets held for sale		(574	)		(1,509	)
Payments received on assets held for sale		363			2,149
Payments received on equipment sale receivables		208			4,930
Net cash used in investing activities		(35,131	)		(6,661	)
Cash flows from financing activities:
Repayment of long-term debt and capital leases		(10,625	)		(4,846	)
Repayment of short-term notes payable		—			(1,978	)
Proceeds from long-term debt and capital leases		—			4,897
Borrowings under accounts receivable securitization		40,000			—
Repayment of accounts receivable securitization		(38,000	)		—
Distributions to stockholders		—			(6,204	)
Interest payments received on stockholder loan receivable		—			6,204
Payments received on stockholder loan from affiliate		114			102
Net cash used in financing activities		(8,511	)		(1,825	)
Net decrease in cash and cash equivalents		(28,535	)		(1,110	)
Cash and cash equivalents at beginning of period		115,862			57,916
Cash and cash equivalents at end of period	$	87,327		$	56,806
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	58,748		$	38,679
Income taxes	$	13,214		$	1,059
Supplemental schedule of:
Non-cash investing activities:
Equipment sales receivables	$	2,498		$	2,649
Equipment purchase accrual	$	17,120		$	1,257
Notes receivable from sale of assets	$	1,792		$	1,129
Non-cash financing activities:
Re-recognition of securitized accounts receivable	$	148,000		$	—
Capital lease additions	$	15,236		$	20,980
Insurance premium notes payable	$	—		$	6,205
Cancellation of senior notes	$	89,352		$	—
Reduction in stockholder loan	$	231,000		$	—
Paid-in-kind interest on stockholder loan	$	1,650		$	—

See accompanying notes to consolidated financial statements.

F-6

Swift Corporation and Subsidiaries

Notes to consolidated financial statements

Note 1.  Basis of presentation

Swift Corporation is the holding company for Swift Transportation Co., LLC (a Delaware limited liability company, formerly Swift Transportation Co., Inc., a Nevada corporation) and its subsidiaries (collectively, “Swift Transportation Co.”), a truckload carrier headquartered in Phoenix, Arizona which was acquired by Swift Corporation on May 10, 2007, and Interstate Equipment Leasing LLC (a Delaware limited liability company, formerly Interstate Equipment Leasing, Inc., an Arizona corporation, “IEL”), of which the shares of capital stock were contributed to Swift Corporation on April 7, 2007 (all the foregoing being, collectively, “Swift” or the “Company”).

The Company operates predominantly in one industry, road transportation, throughout the continental United States and Mexico and thus has only one reportable segment. The Company operates a national terminal network and a fleet of approximately 16,200 tractors, 49,400 trailers and 4,300 intermodal containers.

In the opinion of management, the accompanying financial statements include all adjustments necessary for the fair presentation of the interim periods presented. These interim financial statements should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2009. Management has evaluated the effect on the Company’s reported financial condition and results of operations of events subsequent to March 31, 2010 through the issuance of the financial statements on April 30, 2010, and has updated their evaluation of subsequent events through the filing date on July 21, 2010.

Note 2.  New accounting standards

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, “Fair Value Measurements and Disclosures (Topic 820) — Improving Disclosures about Fair Value Measurements.” This ASU amends the FASB Accounting Standards Codification Topic (“Topic”) 820 to require entities to provide new disclosures and clarify existing disclosures relating to fair value measurements. New disclosures include requiring an entity to disclose separately the amounts of significant transfers in and out of Level 1 and 2 fair value measurements and to describe the reasons for the transfers, as well as to disclose separately gross purchases, sales, issuances and settlements in the roll forward activity of Level 3 measurements. Clarifications of existing disclosures include requiring a greater level of disaggregation of fair value measurements by class of assets and liabilities, in addition to enhanced disclosures concerning the inputs and valuation techniques used to determine Level 2 and Level 3 fair value measurements. ASU No. 2010-06 is effective for the Company’s interim and annual periods beginning January 1, 2010, except for the additional disclosure of purchases, sales, issuances, and settlements in Level 3 fair value measurements, which is effective for the Company’s fiscal year beginning January 1, 2011. The adaption of the portions of this statement effective for the Company on January 1, 2010 did not have a material impact on the Company’s consolidated financial statements. Further, the Company does not expect the adoption in January 2011 of the remaining portion of this statement to have a material impact on its consolidated financial statements.

Note 3.   Income taxes

Until October 10, 2009, the Company had elected to be taxed under the Internal Revenue Code as a subchapter S Corporation. Under subchapter S provisions, the Company did not pay corporate income taxes on its taxable income. Instead, the stockholders were liable for federal and state income taxes on the taxable income of the Company, and the Company was permitted to distribute 39% of its taxable income to the stockholders to fund such tax obligations. An income tax provision or benefit was recorded for certain of the Company’s subsidiaries, including its Mexico subsidiaries and its domestic captive insurance company, which were not eligible to be treated as qualified subchapter S corporations. Additionally, the Company recorded a provision for state income taxes applicable to taxable income attributed to states that do not recognize the S corporation election.

F-7

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

In conjunction with Consent and Amendment No. 2 to Credit Agreement, dated October 7, 2009 (the “Second Amendment”), the Company revoked its election to be taxed as a subchapter S corporation and, beginning October 10, 2009, is being taxed as a subchapter C corporation. Under subchapter C, the Company is liable for federal and state corporate income taxes on its taxable income.

In April 2010, substantially all of the Company’s domestic subsidiaries were converted from corporations to limited liability companies. The subsidiaries not converted include the Company’s foreign subsidiaries, captive insurance companies and certain dormant subsidiaries that are being dissolved and liquidated.

As of March 31, 2010, the Company had unrecognized tax benefits totaling approximately $3.6 million, all of which would favorably impact its effective tax rate if subsequently recognized. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. Accrued interest and penalties as of March 31, 2010 were approximately $1.3 million. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision. The Company anticipates that the total amount of unrecognized tax benefits may decrease by approximately $2.0 million during the next twelve months, which should not have a material impact on the Company’s financial statements.

Certain of the Company’s subsidiaries are currently under examination by Federal and various state jurisdictions for years ranging from 1997 to 2007. At the completion of these examinations, management does not expect any adjustments that would have a material impact on the Company’s effective tax rate. Periods subsequent to 2007 remain subject to examination.

Pro forma information (unaudited)

As discussed above, the Company was taxed under the Internal Revenue Code as a subchapter S corporation until its conversion to a subchapter C corporation effective October 10, 2009. Under subchapter S, the Company did not pay corporate income taxes on its taxable income. Instead, its stockholders were liable for federal and state income taxes on the taxable income of the Company. The Company has filed a registration statement in connection with a proposed initial public offering of its common stock (“IPO”). Assuming completion of the IPO, the Company will continue to report earnings (loss) and earnings (loss) per share as a subchapter C corporation. For comparative purposes, a pro forma income tax provision for corporate income taxes has been calculated as if the Company had been taxed as a subchapter C corporation in the three months ended March 31, 2009 when the Company’s subchapter S election was in effect.

Note 4.   Intangible assets

Intangible assets as of March 31, 2010 and December 31, 2009 were (in thousands):

	March 31,			December 31,
	2010			2009
Customer Relationship:
Gross carrying value	$	275,324		$	275,324
Accumulated amortization		(72,749	)		(67,553	)
Owner-Operator Relationship:
Gross carrying value		3,396			3,396
Accumulated amortization		(3,271	)		(2,988	)
Trade Name:
Gross carrying value		181,037			181,037
Intangible assets, net	$	383,737		$	389,216

F-8

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

Intangible assets acquired as a result of the Swift Transportation Co. acquisition include trade name, customer relationships, and owner-operator relationships. Amortization of the customer relationship acquired in the acquisition is calculated on the 150% declining balance method over the estimated useful life of 15 years. The customer relationship contributed to the Company at May 9, 2007 is amortized using the straight-line method over 15 years. The owner-operator relationship is amortized using the straight-line method over three years. The trade name has an indefinite useful life and is not amortized, but rather is tested for impairment at least annually, unless events occur or circumstances change between annual tests that would more likely than not reduce the fair value.

Note 5.   Assets held for sale

Assets held for sale as of March 31, 2010 and December 31, 2009 were (in thousands):

	March 31,		December 31,
	2010		2009
Land and facilities	$	2,737	$	2,737
Revenue equipment		5,192		834
Assets held for sale	$	7,929	$	3,571

As of March 31, 2010 and December 31, 2009, assets held for sale are stated at the lower of depreciated cost or fair value less estimated selling expenses. The Company expects to sell these assets within the next twelve months.

During the three months ended March 31, 2010, management undertook an evaluation of the Company’s revenue equipment and concluded that it would be more cost effective to dispose of approximately 2,500 trailers through scrap or sale rather than to maintain them in the operating fleet. These trailers met the requirements for assets held for sale treatment and were reclassified as such, with a related $1.3 million pre-tax impairment charge being recorded during the period as discussed in Note 10.

Note 6.   Debt and financing transactions

At March 31, 2010, the Company had approximately $2.22 billion in debt outstanding primarily associated with the acquisition of Swift Transportation Co. The debt consists of proceeds from a credit facility comprised of a first lien term loan and revolving line of credit pursuant to a credit agreement dated May 10, 2007, as amended (the “Credit Agreement”), with a group of lenders and proceeds from the offering of fixed and floating rate senior notes. The use of the proceeds included the cash consideration paid for the purchase price of Swift Transportation Co. of $1.52 billion, repayment of approximately $376.5 million of indebtedness of Swift Transportation Co. and IEL, $560 million advanced pursuant to the stockholder loan receivable (refer to Note 11) and debt issuance costs of $56.8 million. The remaining proceeds were used by the Company for payment of transaction-related expenses. The credit facility and senior notes are secured by substantially all of the assets of the Company and are guaranteed by Swift Corporation, IEL, Swift Transportation Co. and its domestic subsidiaries other than its captive insurance subsidiaries and its bankruptcy-remote special purpose subsidiaries.

Credit facility

The credit facility consists of a first lien term loan with an original aggregate principal amount of $1.72 billion due May 2014, a $300 million revolving line of credit due May 2012 and a $150 million synthetic letter of credit facility due May 2014. Principal payments on the first lien term loan are due quarterly in amounts equal to (i) 0.25% of the original aggregate principal outstanding beginning September 30, 2007 to September 30, 2013 and (ii) 23.5% of the original aggregate principal outstanding from December 31, 2013 through its maturity. As of March 31, 2010, there is $1.51 billion outstanding under the first lien term loan.

F-9

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

In April 2010, the Company made an $18.7 million payment on the first lien term loan out of excess cash flows for the prior fiscal year, as defined in the Credit Agreement. This payment was applied in full satisfaction of the next four scheduled principal payments and partial satisfaction of the fifth successive principal payment which is due June 30, 2011.

As of March 31, 2010, there were no borrowings under the revolving line of credit. The unused portion of the revolving line of credit is subject to a commitment fee of 1.00%. The revolving line of credit also includes capacity for letters of credit up to $175 million. As of March 31, 2010, the Company had outstanding letters of credit under the revolving line of credit primarily for workers’ compensation and self-insurance liability purposes totaling $64.4 million, leaving $235.6 million available under the revolving line of credit.

Similar to the letters of credit under the revolving line of credit, the outstanding letters of credit pursuant to the $150 million synthetic letter of credit facility are primarily for workers’ compensation and self-insurance liability purposes. At March 31, 2010, the synthetic letter of credit facility was fully utilized.

Interest on the first lien term loan and the outstanding borrowings under the revolving credit facility are based upon one of two rate options plus an applicable margin. The base rate is equal to the London Interbank Offered Rate (“LIBOR”) or the higher of the prime rate published in the Wall Street Journal and the Federal Funds Rate in effect plus 0.50% to 1%. Following the Second Amendment, effective October 13, 2009 LIBOR option loans are subject to a 2.25% minimum LIBOR rate option (the “LIBOR floor”) and alternate base rate option loans are subject to a 3.25% minimum alternate base rate option. The Company may select the interest rate option at the time of borrowing. The applicable margins for the interest rate options range from 4.50% to 6.00%, depending on the credit rating assigned by Standards and Poor’s Rating Services (“S&P”) and Moody’s Investor Services (“Moody’s”). Interest on the first lien term loan and outstanding borrowing under the revolving line of credit is payable on the stated maturity of each loan, on the date of principal prepayment, if any, with respect to base rate loans, on the last day of each calendar quarter, and with respect to LIBOR rate loans, on the last day of each interest period. As of March 31, 2010, interest accrues at the greater of LIBOR or the LIBOR floor plus 6.00% (8.25% at March 31, 2010).

Senior notes

On May 10, 2007, the Company completed a private placement of second-priority senior notes associated with the acquisition of Swift Transportation Co. totaling $835 million, which consisted of: $240 million aggregate principal amount second-priority senior secured floating rate notes due May 15, 2015 (“senior floating rate notes”) and $595 million aggregate principal amount of 12.50% second-priority senior secured fixed rate notes due May 15, 2017 (“senior fixed rate notes” and, together with the senior floating rate notes, the “senior notes”).

Interest on the senior floating rate notes is payable on February 15, May 15, August 15, and November 15, accruing at three-month LIBOR plus 7.75% (8.00% at March 31, 2010). Once the credit facility is paid in full, the Company may redeem any of the senior floating rate notes on any interest payment date at an initial redemption price of 102%.

Interest on the 12.50% senior fixed rate notes is payable on May 15 and November 15. Once the credit facility is paid in full, on or after May 15, 2012, the Company may redeem the fixed rate notes at an initial redemption price of 106.25% of their principal amount and accrued interest.

During the year ended December 31, 2009, Jerry Moyes, the Company’s President, Chief Executive Officer and majority stockholder purchased $36.4 million face value senior floating rate notes and $89.4 million face value senior fixed rate notes in open market transactions. In connection with the Second Amendment, Mr. Moyes agreed to cancel his personally held senior notes in return for a $325.0 million reduction of the stockholder loan due 2018 owed to the Company by the Jerry and Vickie Moyes Family Trust dated 12/11/87 and various Moyes children’s trusts (collectively, “Moyes affiliates”), each of which is a stockholder of the

F-10

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

Company. The floating rate notes held by Mr. Moyes, totaling $36.4 million in principal amount, were cancelled at closing of the Second Amendment on October 13, 2009 and, correspondingly, the stockholder loan was reduced by $94.0 million. The fixed rate notes held by Mr. Moyes, totaling $89.4 million in principal amount, were cancelled in January 2010 and the stockholder loan was reduced further by an additional $231.0 million. The amount of the stockholder loan cancelled in exchange for the contribution of notes was negotiated by Mr. Moyes with the steering committee of lenders, comprised of a number of the largest lenders (by holding size) and the Administrative Agent of the Credit Agreement. The cancellation of the notes increased stockholders’ equity by $36.4 million in October 2009 and $89.4 million in January 2010.

An intercreditor agreement among the first lien agent for the senior secured credit facility, the trustee of the senior notes, Swift Corporation and certain of its subsidiaries establishes the second priority status of the senior notes and contains restrictions and agreements with respect to the control of remedies, release of collateral, amendments to security documents, and the rights of holders of first priority lien obligations and holders of the senior notes.

Debt covenants

The credit facility contains certain covenants, including but not limited to required minimum liquidity, limitations on indebtedness, liens, asset sales, transactions with affiliates, and required leverage and interest coverage ratios. As of March 31, 2010, the Company was in compliance with these covenants. The indentures governing the senior notes contain covenants relating to limitations on asset sales, incurrence of indebtedness, and entering into sales and leaseback transactions. As of March 31, 2010, the Company was in compliance with these covenants. The indentures for the senior notes include a limit on future indebtedness if a minimum fixed charge coverage ratio, as defined, is not met. The Company currently does not meet that minimum requirement and cannot incur additional debt in excess of that specified in the agreement, including the limit for outstanding capital lease obligations of $212.5 million for 2010 and $250 million thereafter.

As permitted by the terms of the Credit Agreement, as amended, securitization proceeds under the accounts receivable securitization facility up to $210 million are not included as debt in the leverage ratio calculation, without regard to whether on or off-balance sheet accounting treatment applies to the accounts receivable securitization program. Although the Company met the leverage ratio, interest coverage ratio, and minimum liquidity requirements as of March 31, 2010 and is projecting to be in compliance in the future, the Company is subject to risks and uncertainties that the transportation industry will remain depressed and that the Company may not be successful in executing its business strategies. In the event current trucking industry conditions worsen or persist for an extended period of time, the Company has plans to implement certain actions that could assist in maintaining compliance with the debt covenants, including reducing capital expenditures, improving working capital, and reducing expenses in targeted areas of operations.

F-11

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

As of March 31, 2010 and December 31, 2009, long-term debt was (in thousands):

	March 31,		December 31,
	2010		2009
First lien term loan due May 2014	$	1,507,100	$	1,511,400
Second-priority senior secured floating rate notes due May 15, 2015		203,600		203,600
12.50% second-priority senior secured fixed rate notes due May 15, 2017		505,648		595,000
Note payable, with principal and interest payable in five annual payments of $514 plus interest at a fixed rate of 7.00% through August 2013 secured by real property		1,542		2,056
Notes payable, with principal and interest payable in 24 monthly payments of $130 including interest at a fixed rate of 7.5% through May 2011		1,617		1,993
Total long-term debt		2,219,507		2,314,049
Less: current portion		19,074		19,054
Long-term debt, less current portion	$	2,200,433	$	2,294,995

Note 7.   Accounts receivable securitization

On July 30, 2008, the Company, through Swift Receivables Company II, LLC, a Delaware limited liability company, formerly Swift Receivables Corporation II, a Delaware corporation (“SRCII”), a wholly owned bankruptcy-remote special purpose subsidiary, entered into a new receivable sale agreement with unrelated financial entities (the “Purchasers”) to replace the Company’s prior accounts receivable sale facility (the “2007 RSA”) and to sell, on a revolving basis, undivided interests in the Company’s accounts receivable (the “2008 RSA”). The program limit under the 2008 RSA is $210 million and is subject to eligible receivables and reserve requirements. Outstanding balances under the 2008 RSA accrue interest at a yield of LIBOR plus 300 basis points or Prime plus 200 basis points, at the Company’s discretion. The 2008 RSA terminates on July 30, 2013 and is subject to an unused commitment fee ranging from 25 to 50 basis points, depending on the aggregate unused commitment of the 2008 RSA. The Company paid $6.7 million in closing fees, which were expensed at the time of sale consistent with the true sale accounting treatment applicable to the 2008 RSA at closing.

Following the adoption of ASU No. 2009-16, “Accounting for Transfers of Financial Assets (Topic 860),” which was effective for the Company on January 1, 2010, the Company’s accounts receivable securitization facility no longer qualified for true sale accounting treatment and is now instead treated as a secured borrowing. As a result, the previously de-recognized accounts receivable were brought back onto the Company’s balance sheet and the related securitization proceeds were recognized as debt, while the program fees for the facility were reported as interest expense beginning January 1, 2010. The re-characterization of program fees from other expense to interest expense did not affect our interest coverage ratio calculation, and the change in accounting treatment for the securitization proceeds from sales proceeds to debt did not affect the leverage ratio calculation, as defined in the Credit Agreement, as amended.

For the three months ended March 31, 2010 and 2009, the Company incurred program fee expense of $1.1 million in each quarter associated with the 2008 RSA which was recorded in interest expense and other expense, respectively.

Pursuant to the 2008 RSA, collections under the receivables by the Company are held for the benefit of SRCII and the lenders in the facility and are unavailable to satisfy claims of the Company and its subsidiaries. The 2008 RSA contains certain restrictions and provisions (including cross-default provisions to our debt

F-12

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

agreements) which, if not met, could restrict the Company’s ability to borrow against future eligible receivables. The inability to borrow against additional receivables would reduce liquidity as the daily proceeds from collections on the receivables levered prior to termination are remitted to the lenders, with no further reinvestment of these funds by the lenders into the Company.

As of March 31, 2010, the outstanding borrowing under the accounts receivable securitization facility was $150 million.

Note 8.   Capital leases

The Company leases certain revenue equipment under capital leases. The Company’s capital leases are typically structured with balloon payments at the end of the lease term equal to the residual value the Company is contracted to receive from certain equipment manufacturers upon sale or trade back to the manufacturers. The Company is obligated to pay the balloon payments at the end of the leased term whether or not it receives the proceeds of the contracted residual values from the respective manufacturers. Certain leases contain renewal or fixed price purchase options. Obligations under capital leases total $162.7 million at March 31, 2010, the current portion of which is $37.3 million. The leases are collateralized by revenue equipment with a cost of $272.7 million and accumulated amortization of $63.7 million at March 31, 2010. The amortization of the equipment under capital leases is included in depreciation and amortization expense.

Note 9.   Derivative financial instruments

The Company is exposed to certain risks relating to its ongoing business operations. The primary risk managed by using derivative instruments is interest rate risk. In 2007, the Company entered into several interest rate swap agreements for the purpose of hedging variability of interest expense and interest payments on long-term variable rate debt and senior notes. The strategy was to use pay-fixed/receive-variable interest rate swaps to reduce the Company’s aggregate exposure to interest rate risk. These derivative instruments were not entered into for speculative purposes.

In connection with the credit facility, the Company has four interest rate swap agreements in effect at March 31, 2010 with a total notional amount of $1.14 billion, $305 million of which mature in August 2010, with the remainder maturing in August 2012. At October 1, 2007 (“designation date”), the Company designated and qualified these interest rate swaps as cash flow hedges. Subsequent to the October 1, 2007 designation date, the effective portion of the changes in fair value of the designated swaps was recorded in accumulated other comprehensive income (loss) (“OCI”) and is thereafter recognized to derivative interest expense as the interest on the hedged variable rate debt affects earnings. The ineffective portions of the changes in the fair value of designated interest rate swaps were recognized directly to earnings as derivative interest expense in the Company’s statements of operations. At March 31, 2010 and December 31, 2009, unrealized losses on changes in fair value of the designated interest rate swap agreements totaling $43.1 million and $54.1 million after taxes, respectively, were reflected in accumulated OCI. As of March 31, 2010, the Company estimates that $27.7 million of unrealized losses included in accumulated OCI will be realized and reported in earnings within the next twelve months.

Prior to the Second Amendment in October 2009, these interest rate swap agreements had been highly effective as a hedge of the Company’s variable rate debt. However, the implementation of the 2.25% LIBOR floor for the credit facility pursuant to the Second Amendment effective October 13, 2009, as discussed in Note 6, impacted the ongoing accounting treatment for the Company’s remaining interest rate swaps under Topic 815, “Derivatives and Hedging”. The interest rate swaps no longer qualify as highly effective in offsetting changes in the interest payments on long-term variable rate debt. Consequently, the Company removed the hedging designation and ceased cash flow hedge accounting treatment under Topic 815 for the swaps effective October 1, 2009. As a result, following this date, all of the ongoing changes in fair value of the interest rate swaps are recorded as derivative interest expense in earnings whereas the majority of changes

F-13

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

in fair value had previously been recorded in OCI under cash flow hedge accounting. The cumulative change in fair value of the swaps which occurred prior to the cessation in hedge accounting remains in accumulated OCI and is amortized to earnings as derivative interest expense in current and future periods as the interest payments on the first lien term loan affect earnings. The Company is evaluating various alternatives for potentially terminating some or all of the remaining interest rate swap contracts as they are no longer expected to provide an economic hedge in the near term.

The fair value of the interest rate swap liability at March 31, 2010 and December 31, 2009 was $79.4 million and $80.3 million, respectively. The fair values of the interest rate swaps are based on valuations provided by third parties, derivative pricing models, and credit spreads derived from the trading levels of the Company’s first lien term loan. Refer to Note 10 for further discussion of the Company’s fair value methodology.

As of March 31, 2010 and December 31, 2009, information about classification of fair value of the Company’s interest rate derivative contracts, including those that are designated as hedging instruments under Topic 815, and those that are not so designated, is as follows (in thousands):

		Fair Value
		March 31,		December 31,
Derivative Liabilities Description	Balance Sheet Location	2010		2009
Interest rate derivative contracts designated as hedging instruments under Topic 815:	Fair value of interest rate swaps	$	—	$	—
Interest rate derivative contracts not designated as hedging instruments under Topic 815:	Fair value of interest rate swaps	$	79,403	$	80,279
Total derivatives		$	79,403	$	80,279

For the three months ended March 31, 2010 and 2009, information about amounts and classification of gains and losses on the Company’s interest rate derivative contracts that were designated as hedging instruments under Topic 815 is as follows (in thousands):

	Three Months Ended March 31,
	2010			2009
Amount of loss recognized in OCI on derivative (effective portion)	$	—		$	(20,536	)
Amount of loss reclassified from accumulated OCI into Income as “Derivative interest expense” (effective portion)	$	(10,962	)	$	(9,356	)
Amount of gain recognized in income on derivative as “Derivative interest expense” (ineffective portion)	$	—		$	1,807

For the three months ended March 31, 2010 and 2009, information about amounts and classification of gains and losses on the Company’s interest rate derivative contracts that are not designated as hedging instruments under Topic 815 is as follows (in thousands):

	Three Months Ended March 31,
	2010			2009
Amount of gain (loss) recognized in income on derivative as “Derivative interest expense”	$	(12,752	)	$	—

F-14

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

Note 10.   Fair value measurement

Topic 820, “Fair Value Measurements and Disclosures,” requires that the Company disclose estimated fair values for its financial instruments. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for the asset or liability. Fair value estimates are made at a specific point in time and are based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Changes in assumptions could significantly affect these estimates. Because the fair value is estimated as of March 31, 2010 and December 31, 2009, the amounts that will actually be realized or paid at settlement or maturity of the instruments in the future could be significantly different. Further, as a result of current economic and credit market conditions, estimated fair values of financial instruments are subject to a greater degree of uncertainty and it is reasonably possible that an estimate will change in the near term.

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments at March 31, 2010 and December 31, 2009 (in thousands):

	March 31, 2010				December 31, 2009
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Financial Assets:
Retained interest in receivables	$	N/A	$	N/A	$	79,907	$	79,907
Financial Liabilities:
Interest rate swaps	$	79,403	$	79,403	$	80,279	$	80,279
First lien term loan		1,507,100		1,441,164		1,511,400		1,374,618
Senior fixed rate notes		505,648		475,309		595,000		500,544
Senior floating rate notes		203,600		184,513		203,600		152,955
Securitization of accounts receivable		150,000		145,336		N/A		N/A

The carrying amounts shown in the table are included in the consolidated balance sheets under the indicated captions except for the first lien term loan and the senior fixed and floating rate notes, which are included in long term debt and obligations under capital leases. The fair values of the financial instruments shown in the above table as of March 31, 2010 and December 31, 2009 represent management’s best estimates of the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. Those fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Company based on the best information available in the circumstances.

The following summary presents a description of the methods and assumptions used to estimate the fair value of each class of financial instrument.

Retained interest in receivables

The Company’s retained interest in receivables was carried on the balance sheet at fair value at December 31, 2009 and consisted of trade receivables recorded through the normal course of business. The retained interest was valued using the Company’s own assumptions about the inputs market participants would use in determining the present value of expected future cash flows taking into account anticipated credit losses, the speed of the payments and a discount rate commensurate with the uncertainty involved. Upon adoption of ASU No. 2009-16 on January 1, 2010 as discussed in Note 7, the Company’s retained interest in

F-15

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

receivables was de-recognized upon recording the previously transferred receivables and recognizing the securitization proceeds as a secured borrowing on the Company’s balance sheet.

Interest rate swaps

The Company’s interest rate swap agreements are carried on the balance sheet at fair value at March 31, 2010 and December 31, 2009 and consist of four interest rate swaps as of March 31, 2010 and December 31, 2009. These swaps were entered into for the purpose of hedging the variability of interest expense and interest payments on our long-term variable rate debt. Because the Company’s interest rate swaps are not actively traded, they are valued using valuation models. Interest rate yield curves and credit spreads derived from trading levels of the Company’s first lien term loan are the significant inputs into these valuation models. These inputs are observable in active markets over the terms of the instruments the Company holds. The Company considers the effect of its own credit standing and that of its counterparties in the valuations of its derivative financial instruments. As of March 31, 2010 and December 31, 2009, the Company has recorded a credit valuation adjustment of $5.9 million and $6.5 million, respectively, based on the credit spreads derived from trading levels of the Company’s first lien term loan to reduce the interest rate swap liability to its fair value.

First lien term loan and second-priority senior secured fixed and floating rate notes

The fair values of the first lien term loan, the senior fixed rate notes, and the senior floating rate notes were determined by bid prices in trading between qualified institutional buyers.

Securitization of accounts receivable

The Company’s securitization of accounts receivable consists of borrowings outstanding pursuant to the Company’s 2008 RSA, as discussed in Note 7. Its fair value is estimated by discounting future cash flows using a discount rate commensurate with the uncertainty involved.

Fair value hierarchy

Topic 820 establishes a framework for measuring fair value in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and expands financial statement disclosure requirements for fair value measurements. Topic 820 further specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows:

•  Level 1 — Valuation techniques in which all significant inputs are quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured.

•  Level 2 — Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices from markets that are not active for assets or liabilities that are identical or similar to the assets or liabilities being measured. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level 2 valuation techniques.

•  Level 3 — Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

When available, the Company uses quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available, the Company will measure fair value using valuation techniques that use, when possible, current market-based or independently-sourced market parameters, such as

F-16

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

interest rates and currency rates. The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Following is a brief summary of the Company’s classification within the fair value hierarchy of each major category of assets and liabilities that it measures and reports on its balance sheet at fair value on a recurring basis as of March 31, 2010:

•   Interest rate swaps.  The Company’s interest rate swaps are not actively traded but are valued using valuation models and credit valuation adjustments, both of which use significant inputs that are observable in active markets over the terms of the instruments the Company holds, and accordingly, the Company classifies these valuation techniques as Level 2 in the hierarchy.

For the periods ended March 31, 2010 and December 31, 2009, information about classification of fair value measurements of each class of the Company’s assets and liabilities that are measured at fair value on a recurring basis in periods subsequent to their initial recognition is as follows (in thousands):

			Fair Value Measurements at Reporting Date Using
	Total Fair Value		Quoted Prices in				Significant
	and Carrying		Active Markets		Significant Other		Unobservable
	Value on Balance		for Identical Assets		Observable Inputs		Inputs
Description	Sheet		(Level 1)		(Level 2)		(Level 3)
As of March 31, 2010:
Liabilities:
Interest rate swaps	$	79,403	$	—	$	79,403	$	—
As of December 31, 2009:
Assets:
Retained interest in receivables	$	79,907	$	—	$	—	$	79,907
Liabilities:
Interest rate swaps	$	80,279	$	—	$	80,279	$	—

The following table sets forth a reconciliation of the changes in fair value during the three month periods ended March 31, 2010 and 2009 of the Company’s Level 3 retained interest in receivables that was measured at fair value on a recurring basis prior to the Company’s adoption of ASU 2009-16 on January 1, 2010 as discussed in Note 7 (in thousands):

	Fair Value at		Sales, Collections				Transfers in			Fair Value
	Beginning of		and		Total Realized		and/or out of			at End of
	Period		Settlements, Net		Gains (Losses)		Level 3			Period
Three Months Ended March 31, 2010	$	79,907	$	—	$	—	$	(79,907	)(1)	$	—
Three Months Ended March 31, 2009	$	80,401	$	11,910	$	562	$	—		$	92,873

(1) Upon adoption of ASU No. 2009-16 on January 1, 2010 as discussed in Note 7, the Company’s retained interest in receivables was de-recognized upon recording the previously transferred receivables and recognizing the securitization proceeds as a secured borrowing on the Company’s balance sheet. Thus the removal of the retained interest balance is reflected here as a transfer out of Level 3.

Realized gains and losses related to the retained interest were included in earnings in the 2009 period and reported in other expenses.

F-17

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

For the three month periods ended March 31, 2010 and 2009, information about inputs into the fair value measurements of the Company’s assets that were measured at fair value on a nonrecurring basis in the period is as follows (in thousands):

	Fair Value Measurements at Reporting Date Using
			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable
	Fair Value at		Identical Assets		Inputs		Inputs		Total Gains
Description	End of Period		(Level 1)		(Level 2)		(Level 3)		(Losses)
Three Months Ended March 31, 2010
Long-lived assets held for sale	$	2,277	$	—	$	—	$	2,277	$	(1,274	)
Total	$	2,277	$	—	$	—	$	2,277	$	(1,274	)
Three Months Ended March 31, 2009
Long-lived assets held and used	$	1,600	$	—	$	—	$	1,600	$	(475	)
Long-lived assets held for sale		100		—		—		100		(40	)
Total	$	1,700	$	—	$	—	$	1,700	$	(515	)

In accordance with the provisions of Topic 360, “Property, Plant and Equipment”, trailers with a carrying amount of $3.6 million were written down to their fair value of $2.3 million during the first quarter of 2010, resulting in an impairment charge of $1.3 million, which was included in impairments in the consolidated statement of operations for the three months ended March 31, 2010. The impairment of these assets was identified due to the Company’s decision to remove them from the operating fleet through sale or salvage. For these assets valued using significant unobservable inputs, inputs utilized included the Company’s estimates and recent auction prices for similar equipment and commodity prices for units expected to be salvaged.

In accordance with the provisions of Topic 360, non-operating real estate properties held and used with a carrying amount of $2.1 million were written down to their fair value of $1.6 million during the first quarter of 2009, resulting in an impairment charge of $475 thousand, which was included in impairments in the consolidated statement of operations for the three months ended March 31, 2009. Additionally, real estate properties held for sale, with a carrying amount of $140 thousand were written down to their fair value of $100 thousand, resulting in an impairment charge of $40 thousand during the first quarter of 2009, which was also included in impairments in the consolidated statement of operations for the three months ended March 31, 2009. The impairments of these long-lived assets were identified due to the Company’s failure to receive any reasonable offers, due in part to reduced liquidity in the credit market and the weak economic environment during the period. For these long-lived assets valued using significant unobservable inputs, inputs utilized included the Company’s estimates and listing prices due to the lack of sales for similar properties.

Note 11.   Stockholder loans receivable

On May 10, 2007, the Company entered into a Stockholder Loan Agreement with its stockholders. Under the agreement, the Company loaned the stockholders $560 million to be used to satisfy their indebtedness owed to Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”). The proceeds of the Morgan Stanley loan had been used to repay all indebtedness of the stockholders secured by the common stock of Swift Transportation Co. owned by the Moyes affiliates prior to the contribution by them of that common stock to Swift Corporation on May 9, 2007 in contemplation of the acquisition of Swift Transportation Co. by Swift Corporation on May 10, 2007. The principal and accrued interest is due on May 10, 2018. The balance of the loan at March 31, 2010, including paid-in-kind interest, is $240.0 million.

F-18

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

The stockholders are required to make interest payments on the stockholder loan in cash only to the extent that the stockholders receive a corresponding dividend from the Company. As of March 31, 2010 and December 31, 2009, this stockholder loan receivable is recorded as contra-equity within stockholders’ equity. Interest accrued under the stockholder loan receivable is recorded as an increase to additional paid-in capital with a corresponding increase to the stockholder loan receivable contra-equity balance. Any related dividends distributed to fund such interest payments are recorded as a reduction in retained earnings with a corresponding reduction in the stockholder loan receivable. For the three months ended March 31, 2010, interest accrued on the stockholder loan of $1.7 million was added to the loan balance as paid-in-kind interest.

In connection with the Second Amendment and as discussed in Note 6, Mr. Moyes agreed to cancel $125.8 million of personally held senior notes in return for a $325.0 million reduction of the stockholder loan. The floating rate notes held by Mr. Moyes, totaling $36.4 million in principal amount, were cancelled at closing on October 13, 2009 and, correspondingly, the stockholder loan was reduced by $94.0 million. The fixed rate notes held by Mr. Moyes, totaling $89.4 million in principal amount, were cancelled in January 2010 and the stockholder loan was reduced further by an additional $231.0 million. The amount of the stockholder loan cancelled in exchange for the contribution of notes was negotiated by Mr. Moyes with the steering committee of lenders, comprised of a number of the largest lenders (by holding size) and the Administrative Agent of the Credit Agreement. Due to the classification of the stockholder loan as contra-equity, the reduction in the stockholder loan did not reduce the Company’s stockholders’ equity.

Pursuant to an amended and restated note agreement dated October 10, 2006, between IEL and an entity affiliated with the Moyes affiliates, IEL has a note receivable of $1.7 million at March 31, 2010 due from the affiliated party. The note is guaranteed by Jerry Moyes. The note accrues interest at 7.0% per annum with monthly installments of principal and accrued interest equal to $38 thousand through October 10, 2013 when the remaining balance is due. As of March 31, 2010 and December 31, 2009, because of the affiliated status of the payor, this note receivable is recorded as contra-equity within stockholders’ equity.

Note 12.   Contingencies

The Company is involved in certain claims and pending litigation primarily arising in the normal course of business. A significant number of these claims relate to workers’ compensation, auto collision and liability, and physical damage and cargo damage. We accrue for the portion of the Company’s uninsured estimated liability of these and other pending claims. Based on the knowledge of the facts and, in certain cases, opinions of outside counsel, management believes the resolution of claims and pending litigation, taking into account existing reserves, will not have a material adverse effect on the Company.

Note 13.   Stock-based compensation

On February 25, 2010, pursuant to the 2007 equity incentive plan (the “Plan”), the Company granted 1.8 million stock options to certain employees at an exercise price of $7.04 per share, which equaled the estimated fair value of the common stock on the date of grant.

Note 14.   Change in estimate

During the three months ended March 31, 2010, management undertook an evaluation of the Company’s revenue equipment and concluded that it would be more cost effective to scrap approximately 7,000 trailers rather than to maintain them in the operating fleet and is now in the process of scrapping them. These trailers do not qualify for assets held for sale treatment and are thus considered long lived assets held and used at March 31, 2010. As a result, management revised its previous estimates regarding remaining useful lives and estimated residual values for these trailers, resulting in incremental depreciation expense during the three months ended March 31, 2010 of $7.4 million. These trailers are in addition to the approximately 2,500 trailers reclassified to assets held for sale, as discussed in Note 5.

F-19

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

Note 15.   Loss per share

The computation of basic and diluted loss per share is as follows:

	Three Months ending March 31,
	2010			2009
	(In thousands, except
	per share amounts)
Net loss	$	(53,001	)	$	(43,560	)
Weighted average shares:
Common shares outstanding for basic and diluted loss per share		75,146			75,146
Basic and diluted loss per share	$	(0.71	)	$	(0.58	)

Potential common shares issuable upon exercise of outstanding stock options are excluded from diluted shares outstanding as their effect is antidilutive. As of March 31, 2010 and 2009, there were 7,935,500 and 6,119,500 options outstanding, respectively.

F-20

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Swift Corporation:

We have audited the accompanying consolidated balance sheets of Swift Corporation and subsidiaries (the Company) as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ deficit, comprehensive loss, and cash flows for each of the years in the three-year period ended December 31, 2009. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Swift Corporation and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2009 in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, the Company has adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements, included in FASB ASC Topic 820, Fair Value Measurements and Disclosures.

/s/  KPMG LLP

Phoenix, Arizona
March 25, 2010, except for note 28
     which is as of July 21, 2010

F-21

FINANCIAL STATEMENTS

Swift Corporation and Subsidiaries

Consolidated balance sheets

	December 31,
	2009			2008
	(In thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	115,862		$	57,916
Restricted cash		24,869			18,439
Accounts receivable, net		21,914			32,991
Retained interest in accounts receivable		79,907			80,401
Income tax refund receivable		1,436			2,036
Equipment sales receivable		208			4,951
Inventories and supplies		10,193			10,167
Assets held for sale		3,571			3,920
Prepaid taxes, licenses, insurance and other		42,365			40,988
Deferred income taxes		49,023			24
Other current assets		4,523			4,224
Total current assets		353,871			256,057
Property and equipment, at cost:
Revenue and service equipment		1,488,953			1,536,325
Land		142,126			144,753
Facilities and improvements		222,751			222,023
Furniture and office equipment		32,726			28,678
Total property and equipment		1,886,556			1,931,779
Less: accumulated depreciation and amortization		522,011			348,483
Net property and equipment		1,364,545			1,583,296
Insurance claims receivable		45,775			42,925
Other assets		107,211			100,565
Intangible assets, net		389,216			412,408
Goodwill		253,256			253,256
Total assets	$	2,513,874		$	2,648,507
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	70,934		$	118,850
Accrued liabilities		110,662			94,250
Current portion of claims accruals		92,280			155,769
Current portion of long-term debt and obligations under capital leases		46,754			28,105
Fair value of guarantees		2,519			2,572
Current portion of fair value of interest rate swaps		47,244			27,064
Total current liabilities		370,393			426,610
Long-term debt and obligations under capital leases		2,420,180			2,466,350
Claims accruals, less current portion		166,718			157,296
Fair value of interest rate swaps, less current portion		33,035			17,323
Deferred income taxes		383,795			24,567
Other liabilities		5,534			554
Total liabilities		3,379,655			3,092,700
Commitments and contingencies (notes 15 and 16)
Stockholders’ deficit:
Preferred stock, par value $.001 per share Authorized 1,000,000 shares; none issued		—			—
Common stock, par value $.001 per share Authorized 200,000,000 shares; 75,145,892 shares issued at December 31, 2009 and December 31, 2008		75			75
Additional paid-in capital		419,105			456,807
Accumulated deficit		(759,936	)		(307,908	)
Stockholder loans receivable		(471,113	)		(562,054	)
Accumulated other comprehensive loss		(54,014	)		(31,215	)
Noncontrolling interest		102			102
Total stockholders’ deficit		(865,781	)		(444,193	)
Total liabilities and stockholders’ deficit	$	2,513,874		$	2,648,507

See accompanying notes to consolidated financial statements.

F-22

Swift Corporation and Subsidiaries

Consolidated statements of operations

	Years Ended December 31,
	2009			2008			2007
	(In thousands, except per share data)
Operating revenue	$	2,571,353		$	3,399,810		$	2,180,293
Operating expenses:
Salaries, wages and employee benefits		728,784			892,691			611,811
Operating supplies and expenses		209,945			271,951			187,873
Fuel		385,513			768,693			474,825
Purchased transportation		620,312			741,240			435,421
Rental expense		79,833			76,900			51,703
Insurance and claims		81,332			141,949			69,699
Depreciation and amortization		253,531			275,832			187,043
Impairments		515			24,529			256,305
Gain on disposal of property and equipment		(2,244	)		(6,466	)		(397	)
Communication and utilities		24,595			29,644			18,625
Operating taxes and licenses		57,236			67,911			42,076
Total operating expenses		2,439,352			3,284,874			2,334,984
Operating income (loss)		132,001			114,936			(154,691	)
Other (income) expenses:
Interest expense		200,512			222,177			171,115
Derivative interest expense		55,634			18,699			13,233
Interest income		(1,814	)		(3,506	)		(6,602	)
Other		(13,336	)		12,753			(1,933	)
Total other (income) expenses, net		240,996			250,123			175,813
Loss before income taxes		(108,995	)		(135,187	)		(330,504	)
Income tax expense (benefit)		326,650			11,368			(234,316	)
Net loss	$	(435,645	)	$	(146,555	)	$	(96,188	)
Basic and diluted loss per share	$	(5.80	)	$	(1.95	)	$	(1.94	)
Pro forma C corporation data:
Historical loss before income taxes	$	(108,995	)	$	(135,187	)	$	(330,504	)
Pro forma provision (benefit) for income taxes (unaudited)		5,693			(26,573	)		(19,166	)
Pro forma net loss (unaudited)	$	(114,688	)	$	(108,614	)	$	(311,338	)
Pro forma basic and diluted loss per share (unaudited)	$	(1.53	)	$	(1.45	)	$	(6.29	)

See accompanying notes to consolidated financial statements.

F-23

Swift Corporation and Subsidiaries

Consolidated statements of comprehensive loss

	Years Ended December 31,
	2009			2008			2007
	(In thousands)
Net loss	$	(435,645	)	$	(146,555	)	$	(96,188	)
Other comprehensive income (loss):
Foreign currency translation adjustment		—			149			(68	)
Change in fair value of interest rate swaps		(22,799	)		(744	)		(30,552	)
Comprehensive loss	$	(458,444	)	$	(147,150	)	$	(126,808	)

See accompanying notes to consolidated financial statements.

F-24

Swift Corporation and Subsidiaries

Consolidated statements of stockholders’ deficit

														Accumulated
	Common Stock				Additional						Stockholder			Other					Total
			Par		Paid-in			Accumulated			Loans			Comprehensive			Noncontrolling		Stockholders’
	Shares		Value		Capital			Deficit			Receivable			Loss			Interest		Deficit
	(in thousands, except share data)
Balances, December 31, 2006		1,000	$	—	$	328		$	—		$	—		$	—		$	—	$	328
Acquisition transaction costs paid in cash by stockholders						1,903														1,903
Contribution of 100% of Interstate Equipment Leasing		10,649,000		11		5,275						(2,393	)							2,893
Distribution of non-revenue equipment to stockholders									(1,594	)										(1,594	)
Contribution of 38.259% of Swift Transportation Co.		64,495,892		64		385,550														385,614
Issuance of stockholder loan												(560,000	)							(560,000	)
Interest accrued on stockholder loan and dividends distributed						29,740			(29,740	)										—
Proceeds from repayment of related party note receivable												50								50
Foreign currency translation															(68	)				(68	)
Change in fair value of interest rate swaps															(30,552	)				(30,552	)
Other						67														67
Net loss									(96,188	)										(96,188	)
Balances, December 31, 2007		75,145,892		75		422,863			(127,522	)		(562,343	)		(30,620	)		—		(297,547	)
Interest accrued on stockholder loan and dividends distributed						33,831			(33,831	)										—
Interest accrued and proceeds from repayment of related party note receivable						153						289								442
Foreign currency translation															149					149
Change in fair value of interest rate swaps															(744	)				(744	)
Entry into joint venture																		102		102
Other						(40	)													(40	)
Net loss									(146,555	)										(146,555	)
Balances, December 31, 2008		75,145,892		75		456,807			(307,908	)		(562,054	)		(31,215	)		102		(444,193	)
Interest accrued on stockholder loan and dividends distributed						19,768			(16,383	)		(3,385	)							—
Interest accrued and proceeds from repayment of related party note receivable						130						326								456
Change in fair value of interest rate swaps															(22,799	)				(22,799	)
Reduction of stockholder loan (see Note 17)						(94,000	)					94,000								—
Cancellation of floating rate notes (see Note 12)						36,400														36,400
Net loss									(435,645	)										(435,645	)
Balances, December 31, 2009	$	75,145,892	$	75	$	419,105		$	(759,936	)	$	(471,113	)	$	(54,014	)	$	102	$	(865,781	)

See accompanying notes to consolidated financial statements.

F-25

Swift Corporation and Subsidiaries

Consolidated statements of cash flows

	Years Ended December 31,
	2009			2008			2007
	(In thousands)
Cash flows from operating activities:
Net loss	$	(435,645	)	$	(146,555	)	$	(96,188	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		263,611			281,591			190,975
Gain on disposal of property and equipment less write-off of totaled tractors		(728	)		(2,956	)		(1,754	)
Impairment of goodwill, property and equipment and note receivable and write-off of investment		515			24,776			256,305
(Gain) loss on securitization		(507	)		1,137			—
Deferred income taxes		310,269			2,919			(233,559	)
Provision for losses on accounts receivable		4,477			1,065			(1,350	)
Income effect of mark-to-market adjustment of interest rate swaps		7,933			(5,487	)		14,509
Increase (decrease) in cash resulting from changes in:
Accounts receivable		6,599			(6,401	)		(24,277	)
Inventories and supplies		(26	)		1,370			(2,360	)
Prepaid expenses and other current assets		5,429			22,920			(2,176	)
Other assets		1,400			(20,540	)		(35,883	)
Accounts payable, accrued and other liabilities		(47,992	)		(34,099	)		64,404
Net cash provided by operating activities		115,335			119,740			128,646
Cash flows from investing activities:
Acquisition of 61.741% of Swift Transportation Co., net of cash acquired (see Note 3)		—			—			(1,470,389	)
(Increase) decrease in restricted cash		(6,430	)		3,588			(22,028	)
Proceeds from sale of property and equipment		69,773			191,151			39,808
Capital expenditures		(71,265	)		(327,725	)		(215,159	)
Payments received on notes receivable		6,462			5,648			15,034
Cash and cash equivalents received from contribution of 38.3% of Swift Transportation Co. (see Note 2)		—			—			31,312
Cash and cash equivalents received from contribution of Interstate Equipment Leasing, Inc. (see Note 2)		—			—			2,539
Expenditures on assets held for sale		(9,060	)		(10,089	)		(3,481	)
Payments received on assets held for sale		4,442			16,391			7,657
Payments received on equipment sale receivables		4,951			2,519			2,393
Net cash used in investing activities		(1,127	)		(118,517	)		(1,612,314	)
Cash flows from financing activities:
Repayment of long-term debt and capital leases		(30,820	)		(16,625	)		(202,366	)
Repayment of short-term notes payable		(6,204	)		—			—
Proceeds from issuance of senior notes		—			—			835,000
Issuance of stockholder loan receivable, net of repayments		—			—			(559,950	)
Payments received on stockholder loan from affiliate		456			442			—
Proceeds from long-term debt		—			2,570			1,720,000
Payment of deferred loan costs		(19,694	)		(8,669	)		(57,010	)
Repayment of existing debt of Swift Transportation Co. and Interstate Equipment Leasing, Inc.		—			—			(376,200	)
Borrowings of other long-term debt		—			—			1,185
Proceeds from accounts receivable securitization		—			—			200,000
Stockholder contributions		—			—			1,903
Distributions to stockholders		(16,383	)		(33,831	)		(29,740	)

F-26

Swift corporation and subsidiaries

Consolidated statements of cash flows — (Continued)

	Years Ended December 31,
	2009			2008			2007
	(In thousands)
Interest payments received on stockholder loan receivable		16,383			33,831			29,740
Net cash (used in) provided by financing activities		(56,262	)		(22,282	)		1,562,562
Effect of exchange rate changes on cash and cash equivalents		—			149			(68	)
Net increase (decrease) in cash and cash equivalents		57,946			(20,910	)		78,826
Cash and cash equivalents at beginning of period		57,916			78,826			—
Cash and cash equivalents at end of period	$	115,862		$	57,916		$	78,826
Supplemental disclosure of cash flow information:
Cash paid (refunded) during the period for:
Interest	$	216,248		$	248,179		$	131,560
Income taxes	$	6,001		$	(11,593	)	$	4,406
Supplemental schedule of:
Non-cash investing activities:
Non-cash contribution of 38.3% of Swift Transportation Co. (see Note 2)	$	—		$	—		$	354,302
Non-cash contribution of Interstate Equipment Leasing, Inc. (see Note 2)	$	—		$	—		$	2,005
Equipment sales receivables	$	208		$	2,515		$	4,955
Equipment purchase accrual	$	7,963		$	37,844		$	1,894
Notes receivable from sale of assets	$	6,230		$	8,396		$	4,214
Non-cash financing activities:
Payment on note payable with non-cash assets	$	—		$	—		$	5,077
Distribution of Interstate Equipment Leasing non-revenue equipment to stockholders	$	—		$	—		$	1,594
Sale of accounts receivable securitization facility, net of retained interest in receivables	$	—		$	200,000		$	—
Capital lease additions	$	36,819		$	81,256		$	75,078
Insurance premium notes payable	$	6,205		$	—		$	—
Deferred operating lease payment notes payable	$	2,877		$	—		$	—
Cancellation of senior notes	$	36,400		$	—		$	—
Reduction in stockholder loan	$	94,000		$	—		$	—
Paid-in-kind interest on stockholder loan	$	3,385		$	—		$	—

See accompanying notes to consolidated financial statements.

F-27

Swift Corporation and Subsidiaries

Notes to consolidated financial statements

(1)   Summary of significant accounting policies

Description of business

Swift Corporation is the holding company for Swift Transportation Co., LLC (a Delaware limited liability company formerly Swift Transportation Co., Inc., a Nevada corporation) and its subsidiaries (collectively, “Swift Transportation Co.”), a truckload carrier headquartered in Phoenix, Arizona, and Interstate Equipment Leasing, Inc. (“IEL”) (all the foregoing being, collectively, “Swift” or the “Company”). The Company operates predominantly in one industry, road transportation, throughout the continental United States and Mexico and thus has only one reportable segment. At the end of 2009, the Company operated a national terminal network and a fleet of approximately 16,000 tractors, 49,200 trailers, and 4,300 intermodal containers.

In the opinion of management, the accompanying financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) include all adjustments necessary for the fair presentation of the periods presented. Management has evaluated the effect on the Company’s reported financial condition and results of operations of events subsequent to December 31, 2009 through the issuance of the financial statements on March 25, 2010, and has updated their evaluation of subsequent events through the filing date on July 21, 2010.

Basis of presentation

The accompanying consolidated financial statements include the accounts of Swift Corporation and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. When the Company does not have a controlling interest in an entity, but exerts significant influence over the entity, the Company applies the equity method of accounting.

The presentation of the GAAP consolidated statements of operations and cash flows for the years ended December 31, 2009, 2008, and 2007 for Swift Corporation include the results of Swift Transportation Co., LLC (formerly Swift Transportation Co., Inc.) following its acquisition on May 10, 2007 and Interstate Equipment Leasing, Inc. following the contribution of all of its shares to Swift Corporation on April 7, 2007.

Special purpose entities are accounted for using the criteria of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic (“Topic”) 860, “Transfers and Servicing.” This Statement provides consistent accounting standards for distinguishing transfers of financial assets that are sales from transfers that are secured borrowings.

Cash and cash equivalents

The Company considers all highly liquid debt instruments purchased with original maturities of three months or less to be cash equivalents.

Restricted cash

The Company’s wholly owned captive insurance company, Mohave Transportation Insurance Company (“Mohave”), maintains certain working trust accounts. The cash and cash equivalents within the trusts will be used to reimburse the insurance claim losses paid by the captive insurance company and therefore have been classified as restricted cash. As of December 31, 2009 and 2008, cash and cash equivalents held within the trust accounts was $24.9 million and $18.4 million, respectively.

Inventories and supplies

Inventories and supplies consist primarily of spare parts, tires, fuel and supplies and are stated at lower of cost or market. Cost is determined using the first-in, first-out (“FIFO”) method.

F-28

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

Property and equipment

Property and equipment are stated at cost. Costs to construct significant assets include capitalized interest incurred during the construction and development period. Expenditures for replacements and betterments are capitalized; maintenance and repair expenditures are charged to expense as incurred. Depreciation on property and equipment is calculated on the straight-line method over the estimated useful lives of 5 to 40 years for facilities and improvements, 3 to 15 years for revenue and service equipment and 3 to 5 years for furniture and office equipment. For the year ended December 31, 2009, net gains on the disposal of property and equipment were $2.2 million and interest capitalized related to self-constructed assets was $76 thousand.

Tires on revenue equipment purchased are capitalized as a component of the related equipment cost when the vehicle is placed in service and depreciated over the life of the vehicle. Replacement tires are classified as inventory and charged to expense when placed in service.

Goodwill

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination. Goodwill is reviewed for impairment at least annually on November 30 in accordance with the provisions of Topic 350, “Intangibles — Goodwill and Other.” The goodwill impairment test is a two-step process. Under the first step, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the enterprise must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying value amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, in accordance with Topic 805, “Business Combinations.” The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. The test of goodwill and indefinite-lived intangible assets requires judgment, including the identification of reporting units, assigning assets (including goodwill) and liabilities to reporting units and determining the fair value of each reporting unit. Fair value of the reporting unit is determined using a combination of comparative valuation multiples of publicly traded companies, internal transaction methods, and discounted cash flow models to estimate the fair value of reporting units, which included several significant assumptions, including estimating future cash flows, determining appropriate discount rates, and other assumptions the Company believed reasonable under the circumstances. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment for each reporting unit. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. Refer to Note 26 for a discussion of the results of our annual evaluations as of November 30, 2009, 2008 and 2007.

Claims accruals

The Company is self-insured for a portion of its auto liability, workers’ compensation, property damage, cargo damage, and employee medical expense risk. This self-insurance results from buying insurance coverage that applies in excess of a retained portion of risk for each respective line of coverage. The Company accrues for the cost of the uninsured portion of pending claims by evaluating the nature and severity of individual claims and by estimating future claims development based upon historical claims development trends. Actual settlement of the self-insured claim liabilities could differ from management’s estimates due to a number of uncertainties, including evaluation of severity, legal costs, and claims that have been incurred but not reported.

Fair value measurements

On January 1, 2008, the Company adopted the provisions of Topic 820, “Fair Value Measurements and Disclosures,” for fair value measurements of financial assets and financial liabilities and for fair value

F-29

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Topic 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements (Note 24). Topic 820 was not effective until fiscal years beginning after November 15, 2008 for all nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. In accordance with Topic 820, the Company has not applied the provisions of Topic 820 to the following assets and liabilities that have been recognized or disclosed at fair value on a nonrecurring basis for the year ended December 31, 2008:

•  Measurement of long-lived assets held for sale upon recognition of an impairment charge during 2008. See Note 5.

•  Measurement of the Company’s reporting units (Step 1 of goodwill impairment tests performed under Topic 350) and nonfinancial assets and nonfinancial liabilities measured at fair value to determine the amount of goodwill impairment (Step 2 of goodwill impairment tests performed under Topic 350). See Note 26.

On January 1, 2009, the Company applied the provisions of Topic 820 to fair value measurements of nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis.

Revenue recognition

The Company recognizes operating revenues and related direct costs to recognizing revenue as of the date the freight is delivered, in accordance with Topic 605-20-25-13, “Services for Freight-in-Transit at the End of a Reporting Period.”

The Company recognizes revenue from leasing tractors and related equipment to owner-operators as operating leases. Therefore, revenues from rental operations are recognized on the straight-line basis as earned under the operating lease agreements. Losses from lease defaults are recognized as an offset to revenue in the amount of earned, but not collected revenue.

Stock compensation plans

The Company adopted Topic 718, “Compensation — Stock Compensation,” using the modified prospective method. This Topic requires that all share-based payments to employees, including grants of employee stock options, be recognized in the financial statements upon a grant-date fair value of an award. See Note 19 for additional information relating to the Company’s stock compensation plan.

Income taxes

Prior to its acquisition of Swift Transportation Co. on May 10, 2007, Swift Corporation had elected to be taxed under the Internal Revenue Code as a subchapter S corporation. Under subchapter S, the Company did not pay corporate income taxes on its taxable income. Instead, its stockholders were liable for federal and state income taxes on the taxable income of the Company. Pursuant to the Company’s policy and subject to the terms of the credit facility, the Company had been allowed to make distributions to its stockholders in amounts equal to 39% of the Company’s taxable income. An income tax provision or benefit was recorded for certain subsidiaries not eligible to be treated as an S corporation. Additionally, the Company recorded a provision for state income taxes applicable to taxable income allocated to states that do not recognize the S corporation election.

F-30

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

Following the completion of the acquisition on May 10, 2007, the Company’s wholly owned subsidiary, Swift Transportation Co., elected to be treated as an S corporation, which resulted in an income tax benefit of approximately $230 million associated with the partial reversal of previously recognized net deferred tax liabilities.

As discussed in Note 20, in conjunction with Consent and Amendment No. 2 to Credit Agreement, dated October 7, 2009 (the “Second Amendment”), the Company revoked its election to be taxed as a subchapter S corporation and, beginning October 10, 2009, is being taxed as a subchapter C corporation. Under subchapter C, the Company is liable for federal and state corporate income taxes on its taxable income. As a result of this conversion, the Company recorded approximately $325 million of income tax expense on October 10, 2009, primarily in recognition of its deferred tax assets and liabilities as a subchapter C corporation.

Pro forma information (unaudited)

As discussed above, the Company was taxed under the Internal Revenue Code as a subchapter S corporation until its conversion to a subchapter C corporation effective October 10, 2009. Under subchapter S, the Company did not pay corporate income taxes on its taxable income. Instead, its stockholders were liable for federal and state income taxes on the taxable income of the Company. The Company has filed a registration statement in connection with a proposed initial public offering of its common stock (“IPO”). Assuming completion of the IPO, the Company will continue to report earnings (loss) and earnings (loss) per share as a subchapter C corporation. For comparative purposes, a pro forma income tax provision for corporate income taxes has been calculated as if the Company had been taxed as a subchapter C corporation for all periods presented when the Company’s subchapter S election was in effect, which is reflected on the accompanying consolidated statement of operations for the years ended December 31, 2009, 2008, and 2007.

Impairments

The Company evaluates its long-lived assets, including property and equipment, and certain intangible assets subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with Topic 360, “Property, Plant and Equipment” and Topic 350, respectively. If circumstances required a long-lived asset be tested for possible impairment, the Company compares undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

Goodwill and indefinite-lived intangible assets are reviewed for impairment at least annually in accordance with the provisions of Topic 350.

Use of estimates

The preparation of the consolidated financial statements, in accordance with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include the carrying amount of property and equipment, intangibles, and goodwill; valuation allowances for receivables, inventories, and deferred income tax assets; valuation of financial instruments; valuation of share-based compensation; estimates of claims accruals; and contingent obligations. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including but not limited to the current economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and

F-31

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

assumptions when facts and circumstances dictate. Illiquid credit markets, volatile energy markets, and declines in consumer spending have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates.

Recent accounting pronouncements

In December 2009, the FASB issued ASU No. 2009-16, “Accounting for Transfers of Financial Assets (Topic 860).” This ASU amends Topic 860 and will require entities to provide more information about sales of securitized financial assets and similar transactions, particularly if the seller retains some risk to the assets and eliminates the concept of Qualified Special Purpose Entity and changes the criteria for the sale accounting treatment. This ASU is effective for the Company’s fiscal year beginning January 1, 2010. The Company anticipates that the adoption of ASU No. 2009-16 will be material because it will result in the previously de-recognized accounts receivable under our current securitization program, as described in Note 10, being brought back onto the balance sheet, with the related securitization proceeds being recognized as debt.

In December 2009, the FASB issued ASU No. 2009-17, “Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities (Topic 810).” This ASU amends Topic 810 by altering how a company determines when an entity that is insufficiently capitalized or not controlled through voting should be consolidated. This ASU is effective for the Company’s fiscal year beginning January 1, 2010. The Company does not anticipate that ASU No. 2009-17 will have a material impact on its financial statements.

In January 2010, the FASB issued ASU No. 2010-06, “Fair Value Measurements and Disclosures (Topic 820) — Improving Disclosures about Fair Value Measurements.” This ASU amends the Topic 820 to require entities to provide new disclosures and clarify existing disclosures relating to fair value measurements. New disclosures include requiring an entity to disclose separately the amounts of significant transfers in and out of Level 1 and 2 fair value measurements and to describe the reasons for the transfers, as well as to disclose separately gross purchases, sales, issuances and settlements in the roll forward activity of Level 3 measurements. Clarifications of existing disclosures include requiring a greater level of disaggregation of fair value measurements by class of assets and liabilities, in addition to enhanced disclosures concerning the inputs and valuation techniques used to determine Level 2 and Level 3 fair value measurements. ASU No. 2010-06 is effective for the Company’s interim and annual periods beginning January 1, 2010, except for the additional disclosure of purchases, sales, issuances, and settlements in Level 3 fair value measurements, which is effective for the Company’s fiscal year beginning January 1, 2011. The Company does not expect the adoption of this statement to have a material impact on its consolidated financial statements.

(2)   Contribution of Interstate Equipment Leasing, Inc. and Swift Transportation Co.

On April 7, 2007, Jerry and Vickie Moyes (collectively “Moyes”) contributed their ownership of 1,000 shares of the common stock of IEL, which constitute all of the issued and outstanding shares of IEL, to Swift Corporation. Under the IEL “Contribution and Exchange Agreement,” Moyes received 10,649,000 shares of Swift Corporation’s common stock in the exchange.

Pursuant to the separate Swift Transportation Co. “Contribution and Exchange Agreement,” Jerry Moyes, The Jerry and Vickie Moyes Family Trust dated 12/11/87 and various Moyes children’s trusts (collectively “Moyes affiliates”) contributed 28,792,810 shares of Swift Transportation Co. common stock, which represented 38.259% of the then outstanding common stock of Swift Transportation Co. to Swift Corporation on May 9, 2007. In exchange for the contributed Swift Transportation Co. common stock, the Moyes affiliates received a total of 64,495,892 shares of Swift Corporation’s common stock.

The assets and liabilities of IEL and the 38.259% of Swift Transportation Co. contributed to the Company were recorded at their historical cost basis.

F-32

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

(3)   Acquisition of Swift Transportation Co.

On May 10, 2007, through a wholly owned subsidiary formed for that purpose, Swift Corporation completed its acquisition of Swift Transportation Co. by a merger (the “Merger”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated January 19, 2007, thereby acquiring the remaining 61.741% of the outstanding shares of Swift Transportation Co. common stock. Upon completion of the Merger, Swift Transportation Co. became a wholly owned subsidiary of Swift Corporation. In connection with the completion of the Merger, at the close of the market on May 10, 2007, the common stock of Swift Transportation Co. ceased trading on NASDAQ.

The fair value of assets acquired and liabilities assumed and the results of Swift Transportation Co.’s operations are included in Swift Corporation’s consolidated financial statements beginning May 11, 2007. Pursuant to the Merger Agreement, each share of Swift Transportation Co.’s common stock issued and outstanding immediately prior to the effective time of the Merger was canceled and converted into the right to receive $31.55 per share in cash, without interest. As a result, Swift Corporation paid $1.52 billion in cash to acquire the remaining interest of Swift Transportation Co.

The acquisition has been accounted for under the partial purchase method as required by Topic 805. The following is a summary of the $1.52 billion purchase price, which was funded through borrowing under a $1.72 billion senior credit facility, proceeds from the offering of $835 million of senior notes and available cash. See Note 12 for a summary of the use of proceeds from the credit facility and senior notes.

	(In thousands)
Cash consideration of $31.55 per share for non-Moyes affiliates Swift Transportation Co. common stock outstanding	$	1,465,941
Cash consideration to holders of stock incentive awards		39,348
Transaction and change in control costs		15,192
Total purchase price	$	1,520,481

The purchase price paid has been allocated to the assets acquired and liabilities assumed based upon the fair values as of the closing date of May 10, 2007. In valuing acquired assets and assumed liabilities, fair values were based on, but not limited to quoted market prices, where available; the intent of the Company with respect to whether the assets purchased are to be held, sold or abandoned; expected future cash flows; current replacement cost for similar capacity for certain fixed assets; market rate assumptions for contractual obligations; and appropriate discount rates and growth rates. The excess of the purchase price over the estimated fair value of the net assets acquired has been recorded as goodwill.

A summary of the final purchase price allocation follows (in thousands):

Cash and cash equivalents	$	50,093
Accounts receivable		179,776
Property and equipment		950,927
Other assets		107,434
Intangible assets		442,263
Goodwill		486,758
Deferred income taxes (current and long-term)		(194,544	)
Other liabilities		(502,226	)
	$	1,520,481

F-33

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

See Note 26 for a discussion of the Company’s annual impairment assessment of goodwill and the resulting impairment charges taken in the fourth quarters of 2008 and 2007.

(4)   Accounts receivable

Accounts receivable as of December 31, 2009 and 2008 were (in thousands):

	2009		2008
Trade customers	$	9,338	$	17,032
Equipment manufacturers		6,167		6,604
Other		6,958		10,011
		22,463		33,647
Less allowance for doubtful accounts		549		656
Accounts receivable, net	$	21,914	$	32,991

The schedule of allowance for doubtful accounts for the years ended December 31, 2009, 2008 and 2007 was as follows (in thousands):

	2009			2008			2007
Beginning balance	$	656		$	10,180		$	—
Contributed at May 9, 2007		—			—			5,554
Acquired at May 10, 2007		—			—			8,964
Provision (Reversal)		4,477			1,065			(1,350	)
Recoveries		11			39			202
Write-offs		(4,464	)		(223	)		(3,190	)
Retained interest adjustment		(131	)		(10,405	)		—
Ending balance	$	549		$	656		$	10,180

See Note 10 for a discussion of the Company’s accounts receivable securitization program and the related accounting treatment.

(5)   Assets held for sale

Assets held for sale as of December 31, 2009 and 2008 were (in thousands):

	2009		2008
Land and facilities	$	2,737	$	448
Revenue equipment		834		3,472
Assets held for sale	$	3,571	$	3,920

As of December 31, 2009 and 2008, assets held for sale are stated at the lower of depreciated cost or fair value less estimated cost to sell. The Company expects to sell these assets within the next twelve months. During the year ended December 31, 2008, the Company identified and recorded an impairment of $5.4 million associated with real estate properties, tractors and trailers held for sale. The impairments were the result of the Company’s decisions to sell the respective assets and the prices offered by potential buyers, if any, which reflect the decline in the market values of the respective assets as well as the deteriorating economic and credit environment.

F-34

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

(6)   Equity investment — Transplace

In 2000, the Company contributed $10.0 million in cash to Transplace, Inc. (“Transplace”), a provider of transportation management services. The Company’s 29% interest in Transplace was accounted for using the equity method. In addition, during 2005 the Company loaned Transplace $6.3 million pursuant to a note receivable bearing interest at 6% per annum, due August 2011. As a result of accumulated equity losses and purchase accounting valuation adjustments, both the investment in Transplace and note receivable were $0 at December 31, 2008. The Company’s equity in the net assets of Transplace exceeded its investment account by approximately $20.5 million as of December 31, 2008. The Company sold its entire investment in Transplace in December 2009 and recorded a gain of $4.0 million before taxes in other income representing the recovery of the note receivable from Transplace which the Company had previously written off. During the years ended December 31, 2009, 2008 and 2007, the Company earned $34.5 million, $26.9 million and $7.1 million, respectively, in operating revenue from business brokered by Transplace. At December 31, 2009 and 2008, $4.3 million and $4.0 million, respectively, was owed to the Company for these services. The Company incurred no purchased transportation expense from Transplace for the years ended December 31, 2009, 2008 and 2007. The Company recorded equity losses of $0, $152 thousand and $111 thousand, respectively, in other expense during the years ended December 31, 2009, 2008 and 2007 for Transplace.

(7)   Notes receivable

Notes receivable are included in other current assets and other assets in the accompanying consolidated balance sheets and were comprised of the following as of December 31, 2009 and 2008 (in thousands):

	2009			2008
Notes receivable due from owner-operators, with interest rates at 15%, secured by revenue equipment. Terms range from several months to three years.	$	5,568		$	5,800
Note receivable for the credit of development fees from the City of Lancaster, Texas payable May 2014.		2,523			2,523
Other		102			102
		8,193			8,425
Less current portion		(4,523	)		(4,224	)
Notes receivable, less current portion	$	3,670		$	4,201

(8)   Accrued liabilities

Accrued liabilities as of December 31, 2009 and 2008 were (in thousands):

	2009		2008
Employee compensation	$	25,262	$	34,000
Accrued interest expense		40,693		23,128
Accrued owner-operator expenses		5,587		5,568
Owner-operator lease purchase reserve		5,817		5,851
Fuel, mileage and property taxes		6,851		7,430
Income taxes accrual		16,742		6,119
Other		9,710		12,154
Accrued liabilities	$	110,662	$	94,250

F-35

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

(9)   Claims accruals

Claims accruals represent accruals for the uninsured portion of pending claims at year end. The current portion reflects the amounts of claims expected to be paid in the following year. These accruals are estimated based on management’s evaluation of the nature and severity of individual claims and an estimate of future claims development based on the Company’s historical claims development experience. The Company’s insurance program for workers’ compensation, group medical liability, auto and collision liability, physical damage and cargo damage involves self-insurance with varying risk retention levels.

As of December 31, 2009 and 2008, claims accruals were (in thousands):

	2009		2008
Auto and collision liability	$	156,651	$	202,934
Workers’ compensation liability		76,522		85,026
Owner-operator claims liability		15,185		13,480
Group medical liability		9,896		10,743
Cargo damage liability		744		882
		258,998		313,065
Less: current portion of claims accrual		92,280		155,769
Claim accruals, less current portion	$	166,718	$	157,296

As of December 31, 2009 and 2008, the Company recorded current claims receivable of $25 thousand and $4.4 million, respectively, which is included in accounts receivable, and the Company recorded noncurrent claims receivable of $45.8 million and $42.9 million, respectively, which is reported as insurance claims receivable in the accompanying consolidated balance sheet, representing amounts due from insurance companies for coverage in excess of the Company’s self-insured liabilities. The Company has recorded a corresponding claim liability as of December 31, 2009 and 2008 of $42.9 million and $47.3 million, respectively, related to these same claims, which is included in amounts reported in the table above.

(10)   Accounts receivable securitization

On July 6, 2007, the Company, through Swift Receivables Corporation (“SRC”), a wholly owned bankruptcy-remote special purpose subsidiary, entered into a receivable sale agreement in order to sell, on a revolving basis, undivided interests in its accounts receivable to an unrelated financial entity (the “2007 RSA”). Under the 2007 RSA, the Company could receive up to $200 million of proceeds, subject to eligible receivables and reserve requirements, and paid a program fee as interest expense. The Company paid commercial paper interest rates on the proceeds received. On July 6, 2007, the Company received $200 million of proceeds under the 2007 RSA, which was used to pay down principal of the first lien term loan. The committed term of the 2007 RSA was through July 5, 2008. On March 27, 2008, the Company amended the 2007 RSA to meet the conditions for true sale accounting under Topic 860. Thereafter, such accounts receivable and the associated obligation were no longer reflected in the consolidated balance sheet and, correspondingly, were not included as debt in the leverage ratio calculation, and the program fees were included with other expenses on the consolidated statement of operations.

On July 30, 2008, the Company, through Swift Receivables Corporation II (“SRCII”), a wholly owned bankruptcy-remote special purpose subsidiary, entered into a new receivable sale agreement with unrelated financial entities (the “Purchasers”) to replace the Company’s 2007 RSA and to sell, on a revolving basis, undivided interests in the Company’s accounts receivable (the “2008 RSA”). The program limit under the 2008 RSA is $210 million and is subject to eligible receivables and reserve requirements. Outstanding balances under the 2008 RSA accrue program fees at a yield of LIBOR plus 300 basis points or Prime plus

F-36

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

200 basis points, at the Company’s discretion. The 2008 RSA terminates on July 30, 2013 and is subject to an unused commitment fee ranging from 25 to 50 basis points, depending on the aggregate unused commitment of the 2008 RSA. The Company paid $6.7 million in closing fees, which were expensed at the time of sale consistent with true sale accounting treatment and are recorded in other expense.

Pursuant to the 2008 RSA, collections under the receivables by the Company are held for the benefit of SRCII and the Purchasers of the undivided percentage interests in the receivables and are unavailable to satisfy claims of the Company and its subsidiaries. The 2008 RSA contains certain restrictions and provisions (including cross-default provisions to our debt agreements) which, if not met, could restrict the Company’s ability to sell future eligible receivables. The inability to sell additional receivables would reduce liquidity as the daily proceeds from collections on the receivables sold prior to termination are remitted to the Purchasers, with no further reinvestment of these funds by the Purchasers to purchase additional receivables from the Company.

The Company continues to hold an interest in the sold receivables. As of December 31, 2009 and 2008, the Company’s retained interest in receivables is carried at its fair value of $79.9 million and $80.4 million, respectively. Any gain or loss on the sale is determined based on the previous carrying value amounts of the transferred assets allocated at fair value between the receivables sold and the interests that continue to be held. Fair value is determined based on the present value of expected future cash flows taking into account the key assumptions of anticipated credit losses, the speed of payments, and the discount rate commensurate with the uncertainty involved. For the year ended December 31, 2009 and 2008, the Company incurred program fee expense of $5.0 million and $7.3 million, respectively, and recognized a gain of $0.5 million and a loss of $1.1 million, respectively, excluding the closing fees paid on the 2008 RSA, associated with the sale of trade receivables through the above-described programs, all of which was recorded in other expenses.

As of December 31, 2009, the amount of receivables sold through the accounts receivable securitization facility was $148.4 million. This amount excludes delinquencies, as defined in the 2008 RSA, which total $15.2 million at December 31, 2009, and the related allowance for doubtful accounts, both of which are included in the Company’s retained interest in receivables. During the year ended December 31, 2009, credit losses were $4.5 million, which were charged against the allowance for doubtful accounts included in the Company’s retained interest in receivables.

As discussed in Note 1, ASU No. 2009-16 is effective for the Company on January 1, 2010. Following adoption of ASU No. 2009-16, the Company’s accounts receivable securitization facility will no longer qualify for true sale accounting treatment but will instead be treated as a secured borrowing. As a result, the previously de-recognized accounts receivable will be brought back onto the Company’s balance sheet and the related securitization proceeds will be recognized as debt, while the program fees for the facility will be reported as interest expense beginning January 1, 2010. The re-characterization of program fees from other expense to interest expense will not affect our interest coverage ratio calculation, and the change in accounting treatment for the securitization proceeds from sales proceeds to debt will not affect the leverage ratio calculation, as defined in the Credit Agreement, as amended.

(11)   Fair value of operating lease guarantees

The Company guarantees certain residual values under its operating lease agreements for revenue equipment. At the termination of these operating leases, the Company would be responsible for the excess of the guarantee amount above the fair market value, if any. As of December 31, 2009 and 2008, the Company has recorded a liability for the estimated fair value of the guarantees, entered into subsequent to January 1, 2003, in the amount of $2.5 million and $2.6 million, respectively. The maximum potential amount of future payments the Company would be required to make under all of these guarantees as of December 31, 2009 is $18.7 million.

F-37

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

(12)   Debt and financing transactions

At December 31, 2009, the Company had approximately $2.31 billion in debt outstanding primarily associated with the Merger. The debt consists of proceeds from a first lien term loan pursuant to a credit facility with a group of lenders totaling $1.51 billion at December 31, 2009 and proceeds from the offering of senior notes, $798.6 million of which are outstanding at December 31, 2009. The use of the proceeds included the cash consideration paid for the purchase price of Swift Transportation Co. of $1.52 billion (refer to Note 3), repayment of approximately $376.5 million of indebtedness of Swift Transportation Co. and IEL, $560 million advanced pursuant to the stockholder loan receivable (refer to Note 17) and debt issuance costs of $56.8 million. The remaining proceeds were used by the Company for payment of transaction-related expenses. The credit facility and senior notes are secured by substantially all of the assets of the Company and are guaranteed by Swift Corporation, IEL, Swift Transportation Co. and its domestic subsidiaries other than its captive insurance subsidiaries and its bankruptcy-remote special purpose subsidiaries.

Credit facility

The credit facility consists of a first lien term loan with an original aggregate principal amount of $1.72 billion due May 2014, a $300 million revolving line of credit due May 2012 and a $150 million synthetic letter of credit facility due May 2014. Principal payments on the first lien term loan are due quarterly in amounts equal to (i) 0.25% of the original aggregate principal outstanding beginning September 30, 2007 to June 30, 2013 and (ii) 23.5% of the original aggregate principal outstanding from September 30, 2013 through its maturity. On July 6, 2007, the Company received $200 million of proceeds under the 2007 RSA, which was used to pay down the principal of the first lien term loan. In accordance with the terms of the Credit Agreement, the principal repayment was applied to the first eight quarterly payments and the remaining repayment was applied to the last principal payment due May 2014. Therefore, the first scheduled payment of 0.25% was due September 30, 2009. As of December 31, 2009, there is $1.51 billion outstanding under the first lien term loan.

As of December 31, 2009, there were no borrowings under the revolving line of credit. The unused portion of the revolving line of credit is subject to a commitment fee of 1.00%. The revolving line of credit also includes capacity for letters of credit up to $175 million. As of December 31, 2009, the Company had outstanding letters of credit under the revolving line of credit primarily for workers’ compensation and self-insurance liability purposes totaling $79.2 million, leaving $220.8 million available under the revolving line of credit.

The credit facility includes a $150 million synthetic letter of credit facility. Similar to the letters of credit under the revolving line of credit, the outstanding letters of credit pursuant to the synthetic facility are primarily for workers’ compensation and self-insurance liability purposes. At December 31, 2009, synthetic letters of credit totaling $147.8 million were issued and outstanding.

Interest on the first lien term loan and the outstanding borrowings under the revolving credit facility are based upon one of two rate options plus an applicable margin. The base rate is equal to the higher of the prime rate published in the Wall Street Journal and the Federal Funds Rate in effect plus 0.50% to 1%, or the LIBOR. The Company may select the interest rate option at the time of borrowing. As of December 31, 2009, the applicable margins for the interest rate options have been increased 275 basis points as a result of the Second Amendment as discussed below and now range from 4.50% to 6.00%, depending on the credit rating assigned by S&P and Moody’s. Interest on the first lien term loan and outstanding borrowing under the revolving line of credit is payable on the stated maturity of each loan, on the date of principal prepayment, if any, with respect to base rate loans, on the last day of each calendar quarter, and with respect to LIBOR rate loans, on the last day of each interest period. As of December 31, 2009, interest accrues at the greater of LIBOR or LIBOR floor implemented as part of the Second Amendment discussed below, plus 6.00% (8.25% at December 31, 2009).

F-38

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

On July 29, 2008, the Company entered into Amendment No. 1 to its credit facility (the “First Amendment”). The First Amendment made certain technical clarifications to the credit facility including, but not limited to, the definition of, and the application of, proceeds relating to Qualified Receivables Transactions (as defined in the credit agreement). In addition, the First Amendment provides: i) that any future increases under the Company’s accounts receivable securitization program in excess of $210 million will be included as a component of Total Debt (as defined in the credit agreement) for purposes of calculating the Leverage Ratio under the credit agreement; ii) that fees, expenses and/or yield incurred in connection with Qualified Receivables Transactions with respect to proceeds in excess of $210 million will be treated as Interest Expense under the credit agreement; and iii) for a $5 million increase to the permitted dispositions basket (from $25 million to $30 million). The Company paid $8.5 million in consent fees to consenting lenders in consideration for the First Amendment and $0.2 million in other fees, all of which was recorded as deferred loan costs to be amortized to interest expense over the remaining life of the credit facility.

On October 13, 2009, the Company entered into the Second Amendment, the material terms of which are summarized below, each effective October 13, 2009 unless otherwise noted:

a. Covenants and Liquidity:  The maximum leverage ratio and minimum interest coverage ratio were amended, effective commencing with the quarter ended September 30, 2009, to be less restrictive in light of the current economic environment which the original covenant levels did not anticipate. The Second Amendment also included a partial waiver of the mandatory excess cash flow sweep for 2009 and 2010, permitting excess cash flow (as defined in the Credit Agreement) up to $75.0 million in 2009 and $40.0 million in 2010 to be retained by the Company. In addition, a minimum liquidity covenant was added, commencing with the quarter ended September 30, 2009, to require that the Company maintain a minimum cash and revolver availability (as defined) of not less than $65.0 million as of the last day of each fiscal quarter. Further, anti-hoarding provisions were added to prevent the Company from accessing the revolving line of credit if cash (as defined) exceeds $50.0 million, with certain exceptions. A revolving line of credit cash sweep provision was also added such that the Company will be required to repay outstanding balances on the revolving line of credit if the cash balance (as defined) at quarter end exceeds $50.0 million, with certain exceptions. Maximum capital expenditure levels were also adjusted downward. Additionally, certain definitions were clarified, added and adjusted in order to, among other things, adjust the manner of calculating the financial covenants and permit an increased level of asset dispositions. As a result of the Second Amendment, for the purposes of calculating the leverage ratio, any liability associated with revolving line of credit borrowings will be calculated using the quarter-end balance, instead of the average balance during the quarter.

b. Interest Costs:  The applicable margin on the credit facility was increased by 275 basis points (resulting in interest rate options ranging from 4.50% to 6.00%), the unused commitment fee under the revolving line of credit was increased by 50 basis points (to 1.00%), a LIBOR floor was added to the credit facility such that the interest rate on LIBOR option loans will be no less than 2.25%, and a minimum alternate base rate option was added to the credit facility such that the interest rate on prime rate option loans will be no less than 3.25%.

c. Separation from Stockholders and Stockholder Loan Modifications:  In order to reduce risk to the Company associated with its stockholders, certain definitions (including those used in certain default provisions) were modified to exclude the stockholders.

d. Other Amendments:  In addition, various other administrative items and definitions were clarified, added and adjusted in order to, among other things, conform to the changes stated above, allow for future implementation of certain hedging strategies, modify the change in control definition to provide the stockholders additional flexibility to potentially raise equity capital in the future, and exclude Red Rock Risk Retention Group, Inc. (a captive insurance subsidiary of the Company) from being a subsidiary guarantor.

F-39

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

Senior notes

On May 10, 2007, the Company completed a private placement of second-priority senior notes associated with the acquisition of Swift Transportation Co. totaling $835 million, which consisted of: $240 million aggregate principal amount second-priority senior secured floating rate notes due May 15, 2015 (“senior floating rate notes”) and $595 million aggregate principal amount of 12.50% second-priority senior secured fixed rate notes due May 15, 2017 (“senior fixed rate notes” and, together with the senior floating rate notes, the “senior notes”).

Interest on the senior floating rate notes is payable on February 15, May 15, August 15, and November 15, beginning August 15, 2007, accruing at three-month LIBOR plus 7.75% (8.02% at December 31, 2009). Once the credit facility is paid in full, the Company may redeem any of the senior floating rate notes on any interest payment date on or after May 15, 2009 at an initial redemption price of 102%.

Interest on the 12.50% senior fixed rate notes is payable on May 15 and November 15, beginning November 15, 2007. Once the credit facility is paid in full, on or after May 15, 2012, the Company may redeem the fixed rate notes at an initial redemption price of 106.25% of their principal amount and accrued interest.

During the year ended December 31, 2009, Jerry Moyes, the Company’s Chief Executive Officer and majority stockholder purchased $36.4 million face value senior floating rate notes and $89.4 million face value senior fixed rate notes in open market transactions and received $7.2 million in interest payments with respect to these notes. As discussed below, these notes were forgiven by Mr. Moyes in connection with the Second Amendment.

An intercreditor agreement among the first lien agent for the senior secured credit facility, the trustee of the senior notes, Swift Corporation and certain of its subsidiaries establishes the second priority status of the senior notes and contains restrictions and agreements with respect to the control of remedies, release of collateral, amendments to security documents, and the rights of holders of first priority lien obligations and holders of the senior notes.

In connection with the Second Amendment discussed above, certain changes to the intercreditor agreement and the indentures governing the senior notes were required to facilitate and/or conform to the changes contained in the Second Amendment noted above, including that any future increases of the coupon applicable to the credit facility in excess of 0.50% will now require consent of the holders of the senior notes. Further, the indentures governing the senior notes were amended to increase the $175.0 million limit for capital lease obligations to $212.5 million for 2010 and to $250.0 million thereafter. To effect these changes, on October 13, 2009, the Company entered into an intercreditor agreement amendment, a fixed rate note supplemental indenture, and a floating rate note supplemental indenture (the “indenture amendments”).

The Company incurred $23.9 million of transaction costs related to the Second Amendment and indenture amendments, $19.7 million of which was capitalized as deferred loan costs and $4.2 million of which was expensed to operating supplies and expenses. The determination of the portions capitalized and expensed was based upon the nature of the payment, such as lender costs or third party advisor fees, and the accounting classification for the modification of each agreement under Topic 470-50, “Debt — Modifications and Extinguishments.” As of December 31, 2009 and 2008 the balance of deferred loan costs was $65.1 million and $54.7 million, respectively, and is reported in other assets in the consolidated balance sheets.

In connection with the Second Amendment, Mr. Moyes agreed to cancel his personally held senior notes in return for a $325.0 million reduction of the stockholder loan due 2018 owed to the Company by the Moyes affiliates, each of which is a stockholder of the Company. The floating rate notes held by Mr. Moyes, totaling $36.4 million in principal amount, were cancelled at closing on October 13, 2009 and, correspondingly, the stockholder loan was reduced by $94.0 million. The fixed rate notes held by Mr. Moyes, totaling $89.4 million

F-40

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

in principal amount, were cancelled in January 2010 and the stockholder loan was reduced further by an additional $231.0 million. The amount of the stockholder loan cancelled in exchange for the contribution of notes was negotiated by Mr. Moyes with the steering committee of lenders, comprised of a number of the largest lenders (by holding size) and the Administrative Agent of the Credit Agreement. Various changes to the Credit Agreement were required to facilitate this transaction. The cancellation of the notes increased stockholders’ equity by $36.4 million in October 2009 and by $89.4 million in January 2010. Further, the note cancellation improves the Company’s leverage position and partially offsets the increase in interest on the credit facility discussed above. Due to the classification of the stockholder loan as contra-equity, the reduction in the stockholder loan did not reduce the Company’s stockholders’ equity.

During the third quarter of 2009, the Company began making preparations for an additional senior note offering in anticipation of paying down a portion of the outstanding principal under the first lien term loan. This note offering was cancelled prior to entering into the Second Amendment and indenture amendments discussed above. The Company incurred $2.3 million of legal and advisory costs related to this cancelled note offering, which was expensed to operating supplies and expenses during the third quarter of 2009.

Debt covenants

The credit facility contains certain covenants, including but not limited to required minimum liquidity, limitations on indebtedness, liens, asset sales, transactions with affiliates, and required leverage and interest coverage ratios, which ratios were amended by the Second Amendment effective commencing with the quarter ended September 30, 2009. As of December 31, 2009, the Company was in compliance with these covenants. The indentures governing the senior notes contain covenants relating to limitations on asset sales, incurrence of indebtedness and entering into sales and leaseback transactions. As of December 31, 2009, the Company was in compliance with these covenants. The indentures for the senior notes include a limit on future indebtedness, with specified exceptions, if a minimum fixed charge coverage ratio, as defined, is not met. The Company currently does not meet that minimum requirement and cannot incur additional debt in excess of that specified in the agreement, including the $175 million limit for outstanding capital lease obligations. As noted above, this limit for capital lease obligations increases to $212.5 million for 2010 and $250 million thereafter as a result of the indenture amendments.

As permitted by the terms of the Credit Agreement, as amended, securitization proceeds under the 2008 RSA up to $210 million are not included as debt in the leverage ratio calculation, without regard to whether on or off-balance sheet accounting treatment applies to the accounts receivable securitization program. Although the Company met the leverage ratio, interest coverage ratio and minimum liquidity requirements as of December 31, 2009 and is projecting to be in compliance in the future, the Company is subject to risks and uncertainties that the transportation industry will remain depressed and that the Company may not be successful in executing its business strategies. In the event current trucking industry conditions worsen or persist for an extended period of time, the Company has plans to implement certain actions that could assist in maintaining compliance with the debt covenants, including reducing capital expenditures, improving working capital, and reducing expenses in targeted areas of operations.

F-41

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

As of December 31, 2009 and 2008, long-term debt was (in thousands):

	2009		2008
First lien term loan due May 2014	$	1,511,400	$	1,520,000
Second-priority senior secured floating rate notes due May 15, 2015		203,600		240,000
12.50% second-priority senior secured fixed rate notes due May 15, 2017		595,000		595,000
Note payable, with principal and interest payable in five annual payments of $514 plus interest at a fixed rate of 7.00% through August 2013 secured by real property		2,056		2,570
Note payable, with principal and interest payable in 24 monthly payments of $52 including interest at a fixed rate of 4.64% through August 2009 secured by information technology hardware and software		—		457
Notes payable, with principal and interest payable in 24 monthly payments of $130 including interest at a fixed rate of 7.5% through May 2011		1,993		—
Total long-term debt		2,314,049		2,358,027
Less: current portion		19,054		9,571
Long-term debt, less current portion	$	2,294,995	$	2,348,456

The aggregate annual maturities of long-term debt as of December 31, 2009 were (in thousands):

Years Ending December 31,
2010	$	19,054
2011		18,359
2012		17,720
2013		417,616
2014		1,042,700
Thereafter		798,600
Long-term debt	$	2,314,049

(13)   Capital leases

The Company leases certain revenue equipment under capital leases. The Company’s capital leases are typically structured with balloon payments at the end of the lease term equal to the residual value the Company is contracted to receive from certain equipment manufacturers upon sale or trade back to the manufacturers. The Company is obligated to pay the balloon payments at the end of the leased term whether or not it receives the proceeds of the contracted residual values from the respective manufacturers. Certain leases contain renewal or fixed price purchase options. The leases are collateralized by revenue equipment with a cost of $276.4 million and accumulated amortization of $53.6 million at December 31, 2009. The amortization of the revenue equipment under capital leases is included in depreciation and amortization expense.

F-42

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

The following is a schedule of the future minimum lease payments under capital leases together with the present value of the net minimum lease payments as of December 31, 2009 (in thousands):

Years Ending December 31,
2010	$	38,019
2011		53,180
2012		50,271
2013		27,781
2014		7,260
Total minimum lease payments		176,511
Less: amount representing interest		23,626
Present value of minimum lease payments		152,885
Less: current portion		27,700
Capital lease obligations, long-term	$	125,185

(14)   Derivative financial instruments

The Company is exposed to certain risks relating to its ongoing business operations. The primary risk managed by using derivative instruments is interest rate risk. In 2007, the Company entered into several interest rate swap agreements for the purpose of hedging variability of interest expense and interest payments on long-term variable rate debt and senior notes. The strategy is to use pay-fixed/receive-variable interest rate swaps to reduce the Company’s aggregate exposure to interest rate risk. These derivative instruments are not entered into for speculative purposes.

In connection with the credit facility, the Company has four interest rate swap agreements in effect at December 31, 2009 with a total notional amount of $1.14 billion. These interest rate swaps have varying maturity dates through August 2012. At October 1, 2007 (“designation date”), the Company designated and qualified these interest rate swaps as cash flow hedges. Subsequent to the October 1, 2007 designation date, the effective portion of the changes in fair value of the designated swaps was recorded in accumulated OCI and is thereafter recognized to derivative interest expense as the interest on the variable debt affects earnings. The ineffective portions of the changes in the fair value of designated interest rate swaps were recognized directly to earnings as derivative interest expense in the Company’s statements of operations. At December 31, 2009 and 2008, unrealized losses on changes in fair value of the designated interest rate swap agreements totaling $54.1 million and $31.3 million after taxes, respectively, were reflected in accumulated OCI. As of December 31, 2009, the Company estimates that $33.9 million of unrealized losses included in accumulated OCI will be realized and reported in earnings within the next twelve months.

Prior to the Second Amendment in October 2009, these interest rate swap agreements had been highly effective as a hedge of the Company’s variable rate debt. However, the implementation of the 2.25% LIBOR floor for the credit facility pursuant to the Second Amendment effective October 13, 2009, as discussed in Note 12, impacted the ongoing accounting treatment for the Company’s remaining interest rate swaps under Topic 815. The interest rate swaps no longer qualify as highly effective in offsetting changes in the interest payments on long-term variable rate debt. Consequently, the Company removed the hedging designation and ceased cash flow hedge accounting treatment under Topic 815 for the swaps effective October 1, 2009. As a result, all of the ongoing changes in fair value of the interest rate swaps are recorded as derivative interest expense in earnings following this date whereas the majority of changes in fair value had been recorded in OCI under cash flow hedge accounting. The cumulative change in fair value of the swaps which occurred prior to the cessation in hedge accounting remains in accumulated OCI and is amortized to earnings as derivative interest expense in current and future periods as the interest payments on the first lien term loan affect earnings. The

F-43

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

Company is evaluating various alternatives for potentially terminating some or all of the remaining interest rate swap contracts as they are no longer expected to provide an economic hedge in the near term.

The Company also assumed three interest rate swap agreements in the acquisition of Swift Transportation Co., the last of which expired in March 2009. These instruments were not designated and did not qualify for cash flow hedge accounting. The changes in the fair value of these interest rate swap agreements were recognized in net earnings as derivative interest expense in the periods they occurred.

The fair value of the interest rate swap liability at December 31, 2009 and 2008 was $80.3 million and $44.4 million, respectively. The fair values of the interest rate swaps are based on valuations provided by third parties, derivative pricing models, and credit spreads derived from the trading levels of the Company’s first lien term loan and senior fixed rate notes as of December 31, 2009 and 2008, respectively. Refer to Note 24 for further discussion of the Company’s fair value methodology.

As of December 31, 2009, information about classification of fair value of the Company’s interest rate derivative contracts, including those that are designated as hedging instruments under Topic 815, “Derivatives and Hedging,” and those that are not so designated, is as follows (in thousands):

		Fair Value at
Derivative Liabilities Description	Balance Sheet Classification	December 31, 2009
Interest rate derivative contracts designated as hedging instruments under Topic 815:	Fair value of interest rate swaps (current and non-current)	$	—
Interest rate derivative contracts not designated as hedging instruments under Topic 815:	Fair value of interest rate swaps (current and non-current)	$	80,279
Total derivatives		$	80,279

For the year ended December 31, 2009, information about amounts and classification of gains and losses on the Company’s interest rate derivative contracts that were designated as hedging instruments under Topic 815 is as follows (in thousands):

	Year Ended
	December 31, 2009
Amount of loss recognized in OCI on derivatives (effective portion)	$	(70,500	)
Amount of loss reclassified from accumulated OCI into income as “Derivative interest expense” (effective portion)	$	(47,701	)
Amount of gain recognized in income on derivatives as “Derivative interest expense” (ineffective portion)	$	3,437

For the year ended December 31, 2009, information about amounts and classification of gains and losses on the Company’s interest rate derivative contracts that are not designated as hedging instruments under Topic 815 is as follows (in thousands):

	Year Ended
	December 31, 2009
Amount of loss recognized in income on derivatives as “Derivative interest expense”	$	(11,370	)

F-44

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

(15)   Commitments

Operating leases (as lessee)

The Company leases various revenue equipment and terminal facilities under operating leases. At December 31, 2009, the future minimum lease payments under noncancelable operating leases were as follows (in thousands):

	Revenue
	Equipment		Facilities		Total
Years Ending December 31,
2010	$	63,942	$	782	$	64,724
2011		40,007		405		40,412
2012		20,626		225		20,851
2013		5,419		83		5,502
2014		924		—		924
Thereafter		1,154		—		1,154
Total minimum lease payments	$	132,072	$	1,495	$	133,567

The revenue equipment leases generally include purchase options exercisable at the completion of the lease. For the years ended December 31, 2009, 2008 and 2007, total rental expense was $79.8 million, $76.9 million and $51.7 million, respectively.

Operating leases (as lessor)

The Company’s wholly owned subsidiary, IEL, leases revenue equipment to the Company’s owner-operators under operating leases. As of December 31, 2009, the annual future minimum lease payments receivable under operating leases were as follows (in thousands):

Years Ending December 31,
2010	$	61,995
2011		49,325
2012		32,379
2013		12,289
2014		981
Total minimum lease payments	$	156,969

In the normal course of business, owner-operators default on their leases with the Company. The Company normally re-leases the equipment to other owner-operators, shortly thereafter. As a result, the future lease payments are reflective of payments from original leases as well as the subsequent re-leases.

Purchase commitments

The Company had commitments outstanding to acquire revenue equipment in 2010 for approximately $146.1 million as of December 31, 2009. The Company generally has the option to cancel tractor purchase orders with 90 days notice, although the notice period has lapsed for approximately one-third of the commitments outstanding at December 31, 2009. These purchases are expected to be financed by the combination of operating leases, capital leases, debt, proceeds from sales of existing equipment and cash flows from operations.

F-45

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

The Company has also entered into purchase agreements for a portion of its diesel fuel requirements for 2010 and has a commitment of $2.1 million remaining as of December 31, 2009.

In addition, the Company had remaining commitments of $1.0 million as of December 31, 2009 under contracts relating to acquisition, development and improvement of facilities.

(16)   Contingencies

The Company is involved in certain claims and pending litigation primarily arising in the normal course of business. Based on the knowledge of the facts and, in certain cases, advice of outside counsel, management believes the resolution of claims and pending litigation will not have a material adverse effect on the Company’s financial position.

(17)   Stockholder loans receivable

On May 10, 2007, the Company entered into a Stockholder Loan Agreement with its stockholders. Under the agreement, the Company loaned the stockholders $560 million to be used to satisfy their indebtedness owed to Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”). The proceeds of the Morgan Stanley loan had been used to repay all indebtedness of the stockholders secured by the common stock of Swift Transportation Co. owned by the Moyes affiliates prior to the contribution by them of that common stock to Swift Corporation on May 9, 2007 (refer to Note 2). The principal and accrued interest is due on May 10, 2018. The balance of the loan at December 31, 2009 is $469.4 million.

The stockholders are required to make interest payments on the stockholder loan in cash only to the extent that the stockholders receive a corresponding dividend from the Company. As of December 31, 2009 and 2008, this stockholder loan receivable is recorded as contra-equity within stockholders’ equity. Interest accrued under the stockholder loan receivable is recorded as an increase to additional paid-in capital with a corresponding reduction in retained earnings for the related dividend. For the years ended December 31, 2009, 2008 and 2007, the total dividend paid to the stockholders and the corresponding interest payment received from the stockholders under the agreement was $16.4 million, $33.8 million and $29.7 million, respectively. Additionally, during the fourth quarter of 2009, interest of $3.4 million was accrued and added to the stockholder loan balance as paid-in-kind interest as the stockholders did not elect to receive dividends to fund the interest payments following the Company’s change in tax status to a subchapter C corporation effective October 10, 2009 as discussed in Note 20.

In connection with the Second Amendment as discussed in Note 12, the Company and the Moyes affiliates entered into Consent and Amendment No. 1 to the Stockholder Loan Agreement (the “First Stockholder Loan Amendment”) effective October 13, 2009. Following this amendment, the stockholder loan accrues interest at 2.66%, the mid-term Applicable Federal Rate as published by the Internal Revenue Service on the amendment effective date, instead of the rate applicable to the Company’s first lien term loan as previously provided for under the initial loan terms. Further, the stockholders can elect to make each payment in cash or payment-in-kind by being added to the principal balance of the loan. The stockholders may elect to continue receiving dividends from the Company to fund interest payments on the stockholder loan, but the entire amount distributed as dividends must be repaid to the Company as interest, with the stockholders responsible for any tax liability on such dividends as a result of the Company’s new subchapter C Corporation tax status, as noted above.

Also in connection with the Second Amendment and as discussed in Note 12, Mr. Moyes agreed to cancel $125.8 million of personally held senior notes in return for a $325.0 million reduction of the stockholder loan. The floating rate notes held by Mr. Moyes, totaling $36.4 million in principal amount, were cancelled at closing on October 13, 2009 and, correspondingly, the stockholder loan was reduced by $94.0 million. The fixed rate notes held by Mr. Moyes, totaling $89.4 million in principal amount, were

F-46

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

cancelled in January 2010 and the stockholder loan was reduced further by an additional $231.0 million. The amount of the stockholder loan cancelled in exchange for the contribution of notes was negotiated by Mr. Moyes with the steering committee of lenders, comprised of a number of the largest lenders (by holding size) and the Administrative Agent of the Credit Agreement. Due to the classification of the stockholder loan as contra-equity, the reduction in the stockholder loan will not reduce the Company’s stockholders’ equity.

Pursuant to an amended and restated note agreement dated October 10, 2006 between IEL and an entity affiliated with the Moyes affiliates, IEL has a note receivable of $1.7 million at December 31, 2009 due from the affiliated party. The note is guaranteed by Jerry Moyes. The note accrues interest at 7.0% per annum with monthly installments of principal and accrued interest equal to $38 thousand through October 10, 2013 when the remaining balance is due. As of December 31, 2009 and 2008, because of the affiliated status of the payor, this note receivable is recorded as contra-equity within stockholders’ equity.

(18)   Stockholder distributions

On May 7, 2007, the Board of Directors of the Company approved the distribution of certain IEL non-revenue equipment, consisting primarily of personal vehicles, to the stockholders of the Company. The net book value of the equipment distributed was approximately $1.6 million.

(19)   Stock option plan

On October 10, 2007, the Board of Directors and stockholders of the Company approved and adopted the Plan. On October 16, 2007, the Company granted 7.4 million stock options to employees at an exercise price of $12.50 per share, which exceeded the estimated fair value of the common stock on the date of grant. Additionally, on August 27, 2008, the Company granted 1.0 million stock options to employees and nonemployee directors at an exercise price of $13.43 per share, which equaled the estimated fair value of the common stock on the date of grant. On December 31, 2009, the Company granted 0.6 million stock options to employees at an exercise price of $6.89, which equaled the estimated fair value on the date of grant. The estimated fair value in each case was determined by a third party valuation analysis and considered a number of factors, including the Company’s discounted projected cash flows, comparative multiples of similar companies, the lack of liquidity of the Company’s common stock and certain risks the Company faced at the time of the valuation.

The options were granted to two categories of employees. The options granted to the first category of employees will vest upon the occurrence of the earliest of (i) a sale or a change in control of the Company or, (ii) a five-year vesting period at a rate of 331/3% following the third anniversary date of the grant. The options granted to the second category of employees will vest upon the later of (i) the occurrence of an initial public offering of the Company or (ii) a five-year vesting period at a rate of 331/3% following the third anniversary date of the grant. To the extent vested, both types of options will become exercisable simultaneous with the closing of the earlier of (i) an initial public offering, (ii) a sale, or (iii) a change in control of the Company. As of December 31, 2009, the Company is authorized to grant an additional 3.8 million options.

As a result of the lack of exercisability, the stock options outstanding are considered to be variable awards and the measurement date will only occur when the exercise of the options becomes probable. At December 31, 2009, the exercisability of the Company’s stock options had not yet been deemed probable and as a result no compensation expense has been recorded. Additionally, there was no unrecognized compensation expense resulting from the Company’s outstanding stock options as of December 31, 2009.

F-47

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

A summary of the Company’s stock option plan activity as of and for the years ended December 31, 2009, 2008 and 2007 is as follows:

	2009					2008					2007
				Weighted					Weighted					Weighted
				Average					Average					Average
	Shares			Exercise Price		Shares			Exercise Price		Shares			Exercise Price
Outstanding at beginning of year		6,292,500		$	12.64		6,740,000		$	12.50		—		$
Granted		564,500			6.89		981,000			13.43		7,359,000			12.50
Exercised		—					—					—
Forfeited		(644,000	)		12.55		(1,428,500	)		12.50		(619,000	)		12.50
Outstanding at end of year		6,213,000		$	12.13		6,292,500		$	12.64		6,740,000		$	12.50

The options outstanding at December 31, 2009 had a weighted average remaining contractual life of 8.1 years. As of December 31, 2009 and 2008, no options outstanding were exercisable.

The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model, which uses a number of assumptions to determine the fair value of the options on the date of grant. The weighted-average grant date fair value of options granted at or above market value during the years ended December 31, 2009, 2008 and 2007 was $3.39 per share, $6.21 per share and $3.28 per share, respectively.

The following weighted-average assumptions were used to determine the weighted-average grant date fair value of the stock options granted during the years ended December 31, 2009, 2008 and 2007:

	2009		2008		2007
Dividend yield		0%		0%		0%
Expected volatility		45%		41%		46%
Risk free interest rate		3.39%		3.34%		4.47%
Expected lives (in years)		6.5		6.5		6.5

The expected volatility of the options are based on the daily closing values of the similar market capitalized trucking group participants within the Dow Jones Total U.S. Market Index over the expected term of the options. As a result of the inability to predict the expected future employee exercise behavior, the Company estimated the expected lives of the options using the simplified method based on the contractual and vesting terms of the options. The risk-free interest rate is based upon the U.S. Treasury yield curve at the date of grant with maturity dates approximately equal to the expected life at the grant date.

The following table summarizes information about stock options outstanding at December 31, 2009:

	Shares		Contractual Years		Number Vested
Exercise Price	Outstanding		Remaining		and Exercisable
$12.50		4,708,500		7.8		—
$13.43		940,000		8.7		—
$6.89		564,500		10.0		—

F-48

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

(20)   Income taxes

Income tax expense (benefit) was (in thousands):

	2009			2008			2007
Current expense (benefit):
Federal	$	11,509		$	5,790		$	230
State		1,170			631			683
Foreign		3,311			1,230			(1,670	)
		15,990			7,651			(757	)
Deferred expense (benefit):
Federal		292,113			1,035			(220,211	)
State		19,137			2,904			(12,195	)
Foreign		(590	)		(222	)		(1,153	)
	$	310,660		$	3,717		$	(233,559	)
Income tax expense (benefit)	$	326,650		$	11,368		$	(234,316	)

Until October 10, 2009, the Company had elected to be taxed under the Internal Revenue Code as a subchapter S Corporation. Under subchapter S provisions, the Company did not pay corporate income taxes on its taxable income. Instead, the stockholders were liable for federal and state income taxes on the taxable income of the Company. An income tax provision or benefit was recorded for certain of the Company’s subsidiaries, including its Mexico subsidiaries and its domestic captive insurance company, which are not eligible to be treated as a qualified subchapter S Corporation. Additionally, the Company recorded a provision for state income taxes applicable to taxable income attributed to states that do not recognize the S Corporation election.

The financial impacts of the amendments and related events completed during the fourth quarter of 2009, as discussed in Note 12, are expected to be considered a Significant Modification for tax purposes and hence trigger a Debt-for-Debt Deemed Exchange. To protect against possible splitting of the Cancellation of Debt (“COD”) income and Original Issue Discount (“OID”) deductions in the future between the S-Corp stockholders and the Company, the Company elected to revoke its previous election to be taxed under the Internal Revenue Code as a subchapter S Corporation and is now being taxed as a subchapter C Corporation beginning October 10, 2009. Under subchapter C, the Company is liable for federal and state corporate income taxes on its taxable income.

The Company’s effective tax rate was 298.9% in 2009, 8.5% in 2008 and was a benefit of 70.9%, in 2007. From January 1st through October 9, 2009, as well as during all of 2008 and 2007, actual tax expense differs from the “expected” tax expense (computed by applying the U.S. Federal corporate income tax rate for subchapter S Corporations of 0% to earnings before income taxes) as noted in the following table. Following the Company’s revocation of its subchapter S corporation election as noted above, from October 10, 2009 through December 31, 2009 actual tax expense differs from the “expected” tax expense (computed by applying

F-49

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

the U.S. Federal corporate income tax rate for subchapter C corporations of 35% to earnings before income taxes) as follows (in thousands):

	2009			2008		2007
Computed “expected” tax expense (benefit)	$	(12,846	)	$	—	$	—
Increase (decrease) in income taxes resulting from:
State income taxes, net of federal income tax benefit		1,659			3,535		(465	)
Conversion to an S Corporation for income tax purposes		—			—		(230,180	)
Conversion to a C Corporation for income tax purposes		324,829			—		—
Effect of tax rates different than statutory (Domestic)		2,816			4,181		2,794
Effect of tax rates different than statutory (Foreign)		1,418			326		289
Effect of providing additional Built-In-Gains deferred taxes		684			1,411		—
Effect of providing deferred taxes on mark-to-market adjustment of derivatives recorded in accumulated OCI		6,294			—		—
Other		1,796			1,915		(6,754	)
	$	326,650		$	11,368	$	(234,316	)

The components of the net deferred tax asset (liability) as of December 31, 2009 and 2008 were (in thousands):

	2009			2008
Deferred tax assets:
Claims accruals	$	67,249		$	2,390
Allowance for doubtful accounts		4,559			49
Derivative financial instruments		29,885			295
Vacation accrual		3,546			38
Original issue discount		69,312			—
Equity investments		554			5,543
Net operating loss		5,777			2,134
Other		5,680			983
Total deferred tax assets		186,562			11,432
Valuation allowance		(2,043	)		(1,582	)
Total deferred tax assets, net		184,519			9,850
Deferred tax liabilities:
Property and equipment, principally due to differences in depreciation		(343,778	)		(30,467	)
Prepaid taxes, licenses and permits deducted for tax purposes		(8,898	)		(98	)
Cancellation of debt		(14,212	)		—
Intangible assets		(139,749	)		(4,244	)
Debt financing costs		(8,529	)		(2	)
Other		(5,301	)		(381	)
Total deferred tax liabilities		(520,467	)		(35,192	)
Net deferred tax liability	$	(335,948	)	$	(25,342	)

F-50

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

These amounts are presented in the accompanying consolidated balance sheets at December 31, 2009 and 2008 as follows (in thousands):

	2009			2008
Current deferred tax asset	$	49,023		$	24
Current deferred tax liability		(1,176	)		(799	)
Noncurrent deferred tax liability		(383,795	)		(24,567	)
Net deferred tax liability	$	(335,948	)	$	(25,342	)

As of December 31, 2009, the Company had a federal net operating loss carryforward of $2.0 million and a federal capital loss carryforward of $1.5 million. Additionally, the Company has state net operating loss carryforwards, with an estimated tax effect of $4.7 million, available at December 31, 2009. The state net operating losses will expire at various times between 2010 and 2028. The Company has established a valuation allowance of $2.0 million and $1.6 million as of December 31, 2009 and 2008, respectively, for the state loss carryforwards that are unlikely to be used prior to expiration. The net $0.5 million increase in the valuation allowance in 2009 is due to additional current year losses that are unlikely to be used prior to expiration.

U.S. income and foreign withholding taxes have not been provided on approximately $31 million of cumulative undistributed earnings of foreign subsidiaries. The earnings are considered to be permanently reinvested outside the U.S. As the Company intends to reinvest these earnings indefinitely outside the U.S., it is not required to provide U.S. income taxes on them until they are repatriated in the form of dividends or otherwise.

The reconciliation of our unrecognized tax benefits for the years ending December 31, 2009 and 2008 is as follows (in thousands):

	2009			2008
Unrecognized tax benefits at beginning of year	$	3,423		$	4,154
Increases for tax positions taken prior to beginning of year		610			—
Decreases for tax positions taken prior to beginning of year		(257	)		—
Increases for tax positions taken during the year		154			—
Settlements		(243	)		(532	)
Lapse of statute of limitations		(156	)		(199	)
Unrecognized tax benefits at end of year	$	3,531		$	3,423

Prior to the Company’s merger with Swift Transportation Co., the Company did not have any unrecognized tax benefits. As of December 31, 2009, we had unrecognized tax benefits totaling approximately $3.5 million, all of which would favorably impact our effective tax rate if subsequently recognized.

During the years ended December 31, 2009, 2008 and 2007, the Company concluded examinations with federal and various state jurisdictions for certain of its subsidiaries resulting in additional tax payments of approximately $0.5 million in each year. The Company concluded its federal examination of the 2003 to 2005 tax years during 2007 resulting in additional tax payments of $7.5 million. Certain of the Company’s subsidiaries are currently under examination by federal and various state jurisdictions for years ranging from 1997 to 2007. At the completion of these examinations, management does not expect any adjustments that would have a material impact on the Company’s effective tax rate. Years subsequent to 2007 remain subject to examination.

The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. Accrued interest and penalties as of December 31, 2009 and 2008 were

F-51

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

approximately $1.2 million and $1.5 million, respectively. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision.

The Company anticipates that the total amount of unrecognized tax benefits may decrease by approximately $1.9 million during the next twelve months, which will not have a material impact on the financial statements.

(21)   Employee benefit plan

The Company maintains a 401(k) benefit plan available to all employees who are 19 years of age or older and have completed six months of service. Under the plan, the Company has the option to match employee discretionary contributions up to 3% of an employee’s compensation. Employees’ rights to employer contributions vest after five years from their date of employment.

For the years ended December 31, 2008 and 2007, the Company’s expense totaled approximately $7.1 million and $2.6 million, respectively. For the year ended December 31, 2009, the Company decided not to match employee contributions and as such no expense was recognized.

(22)   Key customer

Services provided to the Company’s largest customer, Wal-Mart and its subsidiaries, generated 10.2%, 11.5% and 14.0% of operating revenue in 2009, 2008 and 2007, respectively. No other customer accounted for 10% or more of operating revenue in the reporting period.

(23)   Related party transactions

The Company provided and received freight services, facility leases, equipment leases and other services, including repair and employee services to several companies controlled by and/or affiliated with Jerry Moyes, as follows (in thousands):

	For the Year Ended December 31, 2009
	Central		Central		Other
	Freight Lines,		Refrigerated		Affiliated
	Inc.		Services, Inc.		Entities		Total
Services Provided by Swift:
Freight Services(1)	$	3,943	$	152	$	328	$	4,423
Facility Leases	$	661	$	—	$	20	$	681
Other Services(2)	$	—	$	—	$	7	$	7
Services Received by Swift:
Freight Services(3)	$	117	$	1,920	$	—	$	2,037
Facility Leases	$	423	$	41	$	41	$	505
Other Services(4)	$	10	$	22	$	138	$	170
	As of December 31, 2009
Receivable	$	1,206	$	7	$	12	$	1,225
Payable	$	4	$	14	$	—	$	18

F-52

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

	For the Year Ended December 31, 2008
	Central		Central		Other
	Freight Lines,		Refrigerated		Affiliated
	Inc.		Services, Inc.		Entities		Total
Services Provided by Swift:
Freight Services(1)	$	18,766	$	307	$	481	$	19,554
Facility Leases	$	761	$	—	$	20	$	781
Other Services(2)	$	—	$	—	$	16	$	16
Services Received by Swift:
Freight Services(3)	$	80	$	644	$	—	$	724
Facility Leases	$	479	$	—	$	—	$	479
Other Services(4)	$	22	$	14	$	3	$	39
	As of December 31, 2008
Receivable	$	834	$	14	$	68	$	916
Payable	$	13	$	27	$	1	$	41
	For the Year Ended December 31, 2007
Services Provided by Swift:
Freight Services(1)	$	8,053	$	674	$	78	$	8,805
Facility Leases	$	533	$	—	$	5	$	538
Other Services(2)	$	34	$	22	$	34	$	90
Equipment Leases(5)	$	218	$	404	$	13	$	635
Services Received by Swift:
Freight Services(3)	$	4	$	18	$	—	$	22
Facility Leases	$	247	$	—	$	—	$	247
Other Services(4)	$	11	$	7	$	6	$	24

(1)	The rates the Company charges for freight services to each of these companies for transportation services are market rates, which are comparable to what it charges third-party customers. These transportation services provided to affiliated entities provide the Company with an additional source of operating revenue at its normal freight rates.
(2)	Other services provided by the Company to the identified related parties included accounting related employee services provided by Company personnel. The daily rates the Company charged for employee related services reflect market salaries for employees performing similar work functions. In 2007, services provided to related parties also included repair and other truck stop services and employee services provided by Company personnel, including accounting related services, negotiations for parts procurement, and other services.
(3)	Transportation services received from affiliated entities represents brokered freight. The loads are brokered out to the third party provider at rates lower than the rate charged to the customer, therefore allowing the Company to realize a profit. These brokered loads make it possible for the Company to provide freight services to customers even in areas that the Company does not serve, providing the Company with an additional source of income.
(4)	Other services received by the Company from the identified related parties included: insurance claim liability; fuel tank usage; employee expense reimbursement, executive air transport; service truck purchase; freight services refund; and miscellaneous repair services.

F-53

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

(5) All of the equipment lease transactions through the Company’s wholly owned subsidiary IEL and the identified affiliated companies were accounted for as a lease similar to the Company’s normal business operations and revenue was recognized on a straight-line basis. Specifically, the Company had the following equipment lease transactions:

a.

The Company leased 94 tractors financed by Daimler Chrysler to Central Freight Lines, Inc. (“Central Freight”) under a lease agreement dated April 15, 2006. The total amount of the lease was $5,329,987, payable in 50 monthly installments of $108,749. On May 4, 2007, the lease agreement was terminated and the related note payable was transferred to Central Freight to assume the remaining payments owed to Daimler Chrysler. However, according to the transfer contract, the Company remains liable for the note payable should Central Freight default on the agreement. There were no amounts owed to the Company at December 31, 2009 and 2008 related to this lease.

b.

The Company had equipment lease agreements with Central Refrigerated Services, Inc. (“Central Refrigerated”) dated May 2002 and with Central Leasing dated February 2004. The leases were terminated on July 11, 2007. Upon termination, several tractors under the agreements were purchased by Central Refrigerated and Central Leasing, while the remaining tractors were returned to the Company. No amounts were due to the Company as of December 31, 2009 and 2008 for the equipment lease or equipment purchase.

In addition to the transactions identified above, the Company had the following related party activity as of and for the years ended December 31, 2009, 2008 and 2007:

The Company has obtained legal services from Scudder Law Firm. Earl Scudder, a former member of the board of directors, is a member of Scudder Law Firm. The rates charged to the Company for legal services reflect market rates charged by unrelated law firms for comparable services. For the years ended December 31, 2009, 2008 and 2007, Swift incurred fees for legal services from Scudder Law Firm, a portion of which were provided by Mr. Scudder, in the amount of $786 thousand, $361 thousand and $1.2 million, respectively. As of December 31, 2009 and 2008, the Company had no outstanding balance owing to Scudder Law Firm for these services.

IEL contracts its personnel from a third party, Transpay, Inc. (“Transpay”), which is partially owned by Mr. Moyes. Transpay is responsible for all payroll related liabilities and employee benefits administration. For the years ended December 31, 2009, 2008 and 2007, the Company paid Transpay $1.0 million, $1.0 million and $2.0 million, respectively, for the employee services and administration fees. As of December 31, 2009 and 2008, the Company had no outstanding balance owing to Transpay for these services.

In the second quarter of 2009, the Company entered into a one-time agreement with Central Refrigerated to purchase one hundred 2001-2002 Utility refrigerated trailers. Mr. Moyes is the principal stockholder of Central Refrigerated. The purchase price paid for the trailers was comparable to the market price of similar model year Utility trailers according the most recent auction value guide at the time of the sale. The total amount paid to Central Refrigerated for the equipment was $1.2 million. There was no further amount due to Central Refrigerated for this transaction as of December 31, 2009.

IEL had an equipment lease dated May 14, 2003 with Roosevelt Marina (“RM”), of which Jerry Moyes is the majority owner. The lease included monthly payments of $655 per month for sixty months. At the time the lease was terminated on October 22, 2007, the total due to IEL from RM was $23,000, which represented payments outstanding since January 2005. The remaining receivable balance on the lease was deemed uncollectible and was written off as of October 30, 2007.

IEL had a note agreement dated April 1, 2007 with Antelope Point Marina (“APM”), of which Jerry Moyes is the majority owner. The agreement was secured by an automobile and was paid in full on September 21,

F-54

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

2007. Total payments received by the Company from APM from April 7, 2007 through December 31, 2007 were $15,000. There was no remaining outstanding receivable balance as of December 31, 2007.

In September 2007, IEL paid 2005 taxes on behalf of Swift Aviation, an entity wholly owned by Mr. Moyes. The resulting $57,000 receivable due from Swift Aviation was paid in full on October 19, 2007. There was no further amount due to IEL for this transaction as of December 31, 2007.

(24)   Fair value measurements

Topic 820, “Fair Value Measurements and Disclosures,” requires that the Company disclose estimated fair values for its financial instruments. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for the asset or liability. Fair value estimates are made at a specific point in time and are based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Changes in assumptions could significantly affect these estimates. Because the fair value is estimated as of December 31, 2009 and 2008, the amounts that will actually be realized or paid at settlement or maturity of the instruments in the future could be significantly different. Further, as a result of current economic and credit market conditions, estimated fair values of financial instruments are subject to a greater degree of uncertainty and it is reasonably possible that an estimate will change in the near term.

The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments at December 31, 2009 and 2008 (in thousands):

	2009				2008
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
Financial Assets:
Retained interest in receivables	$	79,907	$	79,907	$	80,401	$	80,401
Financial Liabilities:
Interest rate swaps	$	80,279	$	80,279	$	44,387	$	44,387
First lien term loan		1,511,400		1,374,618		1,520,000		534,858
Senior fixed rate notes		595,000		500,544		595,000		52,063
Senior floating rate notes		203,600		152,955		240,000		18,600

The carrying amounts shown in the table are included in the consolidated balance sheets under the indicated captions except for the first lien term loan and the senior fixed and floating rate notes, which are included in long term debt and obligations under capital leases. The fair values of the financial instruments shown in the above table as of December 31, 2009 and 2008 represent management’s best estimates of the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. Those fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Company based on the best information available in the circumstances.

The following summary presents a description of the methods and assumptions used to estimate the fair value of each class of financial instrument.

F-55

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

Retained interest in receivables

The Company’s retained interest in receivables is carried on the balance sheet at fair value at December 31, 2009 and 2008 and consists of trade receivables recorded through the normal course of business. The retained interest is valued using the Company’s own assumptions about the inputs market participants would use, as discussed in Note 10.

Interest rate swaps

The Company’s interest rate swap agreements are carried on the balance sheet at fair value at December 31, 2009 and 2008 and consist of four interest rate swaps as of December 31, 2009 and six swaps as of December 31, 2008. These swaps were entered into for the purpose of hedging the variability of interest expense and interest payments on the Company’s long-term variable rate debt. Because the Company’s interest rate swaps are not actively traded, they are valued using valuation models. Interest rate yield curves and credit spreads derived from trading levels of the Company’s first lien term loan and senior fixed rate notes as of December 31, 2009 and 2008, respectively, are the significant inputs into these valuation models. These inputs are observable in active markets over the terms of the instruments the Company holds. The Company considers the effect of its own credit standing and that of its counterparties in the valuations of its derivative financial instruments. As of December 31, 2009 and 2008, the Company has recorded a credit valuation adjustment of $6.5 million and $69.6 million, respectively, based on the credit spreads derived from trading levels of the Company’s first lien term loan and senior fixed rate notes, respectively, to reduce the interest rate swap liability to its fair value. The change in the debt instrument used as a basis for the credit spreads occurred in the fourth quarter of 2009 as a result of the Second Amendment.

First lien term loan and second-priority senior secured fixed and floating rate notes

The fair values of the first lien term loan, the senior fixed rate notes, and the senior floating rate notes were determined by bid prices in trading between qualified institutional buyers.

Fair value hierarchy

Topic 820 establishes a framework for measuring fair value in accordance with GAAP and expands financial statement disclosure requirements for fair value measurements. Topic 820 further specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows:

•  Level 1 — Valuation techniques in which all significant inputs are quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured.

•  Level 2 — Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices from markets that are not active for assets or liabilities that are identical or similar to the assets or liabilities being measured. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level 2 valuation techniques.

•  Level 3 — Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

When available, the Company uses quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available, the Company will measure fair value using valuation techniques that use, when possible, current market-based or independently-sourced market parameters, such as interest rates and currency rates. The level in the fair value hierarchy within which a fair measurement in its

F-56

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Following is a brief summary of the Company’s classification within the fair value hierarchy of each major category of assets and liabilities that it measures and reports on its balance sheet at fair value on a recurring basis:

•  Retained interest in receivables.  The Company’s retained interest is valued using the Company’s own assumptions as discussed in Note 10, and accordingly, the Company classifies the valuation techniques that use these inputs as Level 3 in the hierarchy.

•  Interest rate swaps.  The Company’s interest rate swaps are not actively traded but are valued using valuation models and credit valuation adjustments, both of which use significant inputs that are observable in active markets over the terms of the instruments the Company holds, and accordingly, the Company classifies these valuation techniques as Level 2 in the hierarchy.

As of December 31, 2009 and 2008, information about inputs into the fair value measurements of each major category of the Company’s assets and liabilities that are measured at fair value on a recurring basis in periods subsequent to their initial recognition is as follows (in thousands):

			Fair Value Measurements at Reporting Date Using
			Quoted
			Prices in
			Active		Significant
	Total Fair		Markets for		Other		Significant
	Value and		Identical		Observable		Unobservable
	Carrying Value		Assets		Inputs		Inputs
Description	on Balance Sheet		(Level 1)		(Level 2)		(Level 3)
As of December 31, 2009:
Assets:
Retained interest in receivables	$	79,907	$	—	$	—	$	79,907
Liabilities:
Interest rate swaps	$	80,279	$	—	$	80,279	$	—
As of December 31, 2008:
Assets:
Retained interest in receivables	$	80,401	$	—	$	—	$	80,401
Liabilities:
Interest rate swaps	$	44,387	$	—	$	44,387	$	—

The following table sets forth a reconciliation of the changes in fair value during the years ended December 31, 2009 and 2008 of our Level 3 retained interest in accounts receivable that is measured at fair value on a recurring basis (in thousands):

	Fair Value at		Sales, Collections						Transfers in
	Beginning of		and			Total Realized			and/or Out of		Fair Value at
	Period		Settlements, Net			Gains (Losses)			Level 3		End of Period
Years Ended:
December 31, 2009	$	80,401	$	(1,001	)	$	507		$	—	$	79,907
December 31, 2008	$	—	$	81,538		$	(1,137	)	$	—	$	80,401

Realized losses related to the retained interest are included in earnings and are reported in other expenses.

F-57

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

For the year ended December 31, 2009, information about inputs into the fair value measurements of the Company’s assets that were measured at fair value on a nonrecurring basis in this period is as follows (in thousands):

			Fair Value Measurements Using
			Quoted Prices in				Significant
	Year Ended		Active Markets		Significant Other		Unobservable
	December 31,		for Identical		Observable Inputs		Inputs		Total Gains
Description	2009		Assets (Level 1)		(Level 2)		(Level 3)		(Losses)
Long-lived assets held and used	$	1,600	$	—	$	—	$	1,600	$	(475	)
Long-lived assets held for sale		100		—		—		100		(40	)
Total	$	1,700	$	—	$	—	$	1,700	$	(515	)

In accordance with the provisions of Topic 360, real estate properties held and used with a carrying amount of $2.1 million were written down to their fair value of $1.6 million during the first quarter of 2009, resulting in an impairment charge of $475 thousand, which was included in impairments in the consolidated statement of operations for the year ended December 31, 2009. Additionally, real estate properties held for sale, with a carrying amount of $140 thousand were written down to their fair value of $100 thousand, resulting in an impairment charge of $40 thousand during the first quarter of 2009, which was also included in impairments in the consolidated statement of operations for the year ended December 31, 2009. The impairments of these long-lived assets were identified due to the Company’s failure to receive any reasonable offers, due in part to reduced liquidity in the credit market and the weak economic environment during the period. For these long-lived assets valued using significant unobservable inputs, inputs utilized included the Company’s estimates and listing prices due to the lack of sales for similar properties.

(25)   Intangible assets

Intangible assets as of December 31, 2009 and 2008 were (in thousands):

	2009			2008
Customer Relationship:
Gross carrying value	$	275,324		$	275,324
Accumulated amortization		(67,553	)		(45,493	)
Owner-Operator Relationship:
Gross carrying value		3,396			3,396
Accumulated amortization		(2,988	)		(1,856	)
Trade Name:
Gross carrying value		181,037			181,037
Intangible assets, net	$	389,216		$	412,408

F-58

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

The changes in the gross carrying value of intangible assets in the year ended December 31, 2007 were as follows (in thousands):

	Customer		Owner-Operator		Trade
	Relationship		Relationship		Name
Beginning balance	$	—	$	—	$	—
Contributed on May 9, 2007		17,494		—		—
Acquired on May 10, 2007		257,830		3,396		181,037
Ending balance	$	275,324	$	3,396	$	181,037

Intangible assets acquired as a result of the Swift Transportation Co. acquisition include trade name, customer relationships, and owner-operator relationships. Amortization of the customer relationship acquired in the acquisition is calculated on the 150% declining balance method over the estimated useful life of 15 years. The customer relationship contributed to the Company at May 9, 2007 is amortized using the straight-line method over 15 years. The owner-operator relationship is amortized using the straight-line method over three years. The trade name has an indefinite useful life and is not amortized, but rather is tested for impairment at least annually, unless events occur or circumstances change between annual tests that would more likely than not reduce the fair value. Total amortization expense for the amortizable intangible assets was $23.2 million, $25.4 million and $17.6 million for the years ended December 31, 2009, 2008 and 2007, respectively. Estimated amortization expense for the next five years is: $20.5 million in 2010, $18.5 million in 2011, $18.4 million in 2012, $18.4 million in 2013 and $18.4 million in 2014.

(26)   Goodwill

The changes in the carrying amount of goodwill for the years ended December 31, 2009, 2008 and 2007 were (in thousands):

Balance as of January 1, 2007	$	—
Contributed at May 9, 2007		21,498
Acquired at May 10, 2007		486,758
Impairment loss		(238,000	)
December 31, 2007		270,256
Impairment loss		(17,000	)
December 31, 2008 and 2009	$	253,256

Based on the results of our annual evaluation as of November 30, 2009, there was no indication of impairment of goodwill and indefinite-lived intangible assets. Based on the results of our evaluation as of November 30, 2008, we recorded a non-cash impairment charge of $17.0 million with no tax impact in the fourth quarter of 2008 related to the decline in fair value of our Mexico freight transportation reporting unit resulting from the deterioration in truckload industry conditions as compared with the estimates and assumptions used in our original valuation projections at the time of the partial acquisition of Swift Transportation Co. The annual impairment test performed as of November 30, 2008 indicated no additional impairments for goodwill and indefinite-lived intangible assets at our other reporting units. Additionally, based on the results of our evaluation as of November 30, 2007, we recorded a non-cash impairment charge of $238.0 million with no tax impact in the fourth quarter of 2007 related to the decline in fair value of our U.S. freight transportation reporting unit resulting from the deterioration in truckload industry conditions as compared with the estimates and assumptions used in our original valuation projections at the time of the partial acquisition of Swift Transportation Co., Inc. The annual impairment test performed as of November 30,

F-59

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

2007 indicated no additional impairments for goodwill and indefinite-lived intangible assets at our other reporting units.

(27)   Subsequent events

On January 4, 2010, Jerry Moyes cancelled the $89.4 million face value of the Company’s second priority senior secured fixed rate notes that he held in exchange for a $231.0 million reduction of the stockholder loan due 2018 owed to the Company by the Moyes affiliates, each of which is a stockholder of the Company (refer to Note 12).

Effective February 25, 2010, the Company granted 1.8 million stock options to certain employees at an exercise price of $7.04 per share, which equaled the estimated fair value of the common stock on the date of grant.

Effective February 1, 2010, the Company withdrew its application for qualified self insured status with the Federal Motor Carrier Safety Administration and obtained insurance through its wholly owned captive insurance subsidiaries, Red Rock Risk Retention Group, Inc. (“Red Rock”) and Mohave, which will insure a proportionate share of Swift’s motor vehicle liability risk. To comply with certain state insurance regulatory requirements, approximately $55 million in cash and cash equivalents will be paid to Red Rock and Mohave over the course of 2010 to be restricted as collateral for anticipated losses incurred in 2010. The restricted cash will be used to offset payments on these anticipated losses. It is expected that approximately half of the initial funding will remain as restricted cash as of December 31, 2010, such amount being in addition to amounts recorded as restricted cash at December 31, 2009.

(28)   Loss per share

The computation of basic and diluted loss per share is as follows:

	Year ending December 31,
	2009			2008			2007
	(In thousands, except per share amounts)
Net loss	$	(435,645	)	$	(146,555	)	$	(96,188	)
Weighted average shares:
Common shares outstanding for basic and diluted loss per share		75,146			75,146			49,521
Basic and diluted loss per share	$	(5.80	)	$	(1.95	)	$	(1.94	)

Potential common shares issuable upon exercise of outstanding stock options are excluded from diluted shares outstanding as their effect is antidilutive. As of December 31, 2009, 2008, and 2007, there were 6,213,000, 6,292,500, and 6,740,000 options outstanding, respectively.

F-60

Swift Corporation and Subsidiaries

Notes to consolidated financial statements — (Continued)

(29)   Quarterly results of operations (unaudited)

	First			Second			Third			Fourth
	Quarter			Quarter			Quarter			Quarter
	(In thousands, except per share data)
Year Ended December 31, 2009
Operating revenue	$	614,756		$	628,572		$	659,723		$	668,302
Operating income	$	12,239		$	27,109		$	45,759		$	46,894
Net loss	$	(43,560	)	$	(30,926	)	$	(4,028	)	$	(357,131	)
Basic and diluted loss per share	$	(0.58	)	$	(0.41	)	$	(0.05	)	$	(4.75	)
Year Ended December 31, 2008
Operating revenue	$	816,341		$	913,299		$	900,591		$	769,579
Operating (loss) income	$	(15,589	)	$	35,523		$	58,901		$	36,101
Net loss	$	(81,444	)	$	(26,576	)	$	(10,865	)	$	(27,670	)
Basic and diluted loss per share	$	(1.08	)	$	(0.35	)	$	(0.14	)	$	(0.37	)

F-61

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Swift Corporation:

We have audited the accompanying consolidated balance sheets of Swift Transportation Co., Inc. and subsidiaries (the Company) as of May 10, 2007 and December 31, 2006, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the period January 1, 2007 to May 10, 2007. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Swift Transportation Co., Inc. and subsidiaries as of May 10, 2007 and December 31, 2006, and the results of their operations and their cash flows for the period January 1, 2007 to May 10, 2007 in conformity with U.S. generally accepted accounting principles.

/s/  KPMG LLP

Phoenix, Arizona
March 28, 2008, except as to
note 24 which is as of
July 21, 2010

F-62

Swift Transportation Co., Inc. and Subsidiaries

Consolidated balance sheets

	May 10,			December 31,
	2007			2006
	(In thousands,
	except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	81,134		$	47,858
Accounts receivable, net		322,995			308,018
Equipment sales receivables		2,393			2,422
Inventories and supplies		9,178			11,621
Prepaid taxes, licenses and insurance		42,273			37,865
Assets held for sale		22,870			35,377
Deferred income taxes		53,615			43,695
Total current assets		534,458			486,856
Property and equipment, at cost:
Revenue and service equipment		1,860,880			1,846,618
Land		104,565			85,883
Facilities and improvements		292,363			303,282
Furniture and office equipment		86,640			85,544
Total property and equipment		2,344,448			2,321,327
Less accumulated depreciation and amortization		865,640			807,735
Net property and equipment		1,478,808			1,513,592
Notes receivable, less current portion		263			2,752
Other assets		20,451			16,037
Customer relationship intangibles, net		34,125			35,223
Goodwill		56,188			56,188
Total assets	$	2,124,293		$	2,110,648
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	87,782		$	100,424
Accrued liabilities		93,640			63,360
Current portion of claims accruals		155,273			139,112
Fair value of guarantees		491			674
Securitization of accounts receivable		160,000			180,000
Fair value of interest rate swaps		608			—
Total current liabilities		497,794			483,570
Senior notes		200,000			200,000
Claims accruals, less current portion		106,461			108,606
Deferred income taxes		312,134			303,464
Fair value of interest rate swaps		—			785
Total liabilities		1,116,389			1,096,425
Commitments and contingencies
Stockholders’ equity:
Preferred stock, par value $.001 per share. Authorized 1,000,000 shares; none issued		—			—
Common stock, par value $.001 per share. Authorized 200,000,000 shares; issued 101,179,174 and 100,864,952 on May 10, 2007 and December 31, 2006, respectively		101			101
Additional paid-in capital		509,931			482,050
Retained earnings		962,463			992,885
Treasury stock, at cost (25,922,320 and 25,776,359 shares on May 10, 2007 and December 31, 2006, respectively)		(464,508	)		(460,271	)
Accumulated other comprehensive loss		(83	)		(542	)
Total stockholders’ equity		1,007,904			1,014,223
Total liabilities and stockholders’ equity	$	2,124,293		$	2,110,648

See accompanying notes to consolidated financial statements.

F-63

Swift Transportation Co., Inc. and Subsidiaries

Consolidated statement of operations

Four months and ten days ended May 10, 2007

	(In thousands,
	except per share data)
Operating revenue	$	1,074,723
Operating expenses:
Salaries, wages and employee benefits		364,690
Operating supplies and expenses		119,833
Fuel		223,579
Purchased transportation		196,258
Rental expense		20,089
Insurance and claims		58,358
Depreciation, amortization and impairments		82,949
Loss on disposal of property and equipment		130
Communication and utilities		10,473
Operating taxes and licenses		24,021
Total operating expenses		1,100,380
Operating loss		(25,657	)
Other (income) expenses:
Interest expense		9,277
Interest income		(1,364	)
Other		1,429
Other (income) expenses, net		9,342
Loss before income taxes		(34,999	)
Income tax benefit		(4,577	)
Net loss	$	(30,422	)
Basic and diluted loss per share	$	(0.40	)

See accompanying notes to consolidated financial statements.

F-64

Swift Transportation Co., Inc. and Subsidiaries

Consolidated statement of comprehensive loss

Four months and ten days ended May 10, 2007

	(In thousands)
Net loss	$	(30,422	)
Other comprehensive income (loss):
Foreign currency translation		81
Reclassification of realized derivative loss on cash flow hedge into net earnings, net of tax effect of $148		378
Comprehensive loss	$	(29,963	)

See accompanying notes to consolidated financial statements.

F-65

Swift Transportation Co., Inc. and Subsidiaries

Consolidated statement of stockholders’ equity

Four months and ten days ended May 10, 2007

													Accumulated
	Common Stock				Additional								Other			Total
			Par		Paid-In		Retained			Treasury			Comprehensive			Stockholders’
	Shares		Value		Capital		Earnings			Stock			Loss			Equity
	(In thousands, except share data)
Balances, December 31, 2006		100,864,952	$	101	$	482,050	$	992,885		$	(460,271	)	$	(542	)	$	1,014,223
Issuance of common stock under stock option and employee stock purchase plans		314,222		—		5,895		—			—			—			5,895
Income tax benefit arising from the exercise of stock options		—		—		9,485		—			—			—			9,485
Amortization of deferred compensation		—		—		12,501		—			—			—			12,501
Purchase of shares of 145,961 treasury stock		—		—		—		—			(4,237	)		—			(4,237	)
Reclassification of realized derivative loss on cash flow hedge		—		—		—		—			—			378			378
Foreign currency translation adjustment		—		—		—		—			—			81			81
Net loss		—		—		—		(30,422	)		—			—			(30,422	)
Balances, May 10, 2007		101,179,174	$	101	$	509,931	$	962,463		$	(464,508	)	$	(83	)	$	1,007,904

See accompanying notes to consolidated financial statements.

F-66

Swift Transportation Co., Inc. and Subsidiaries

Consolidated statement of cash flows

Four months and ten days ended May 10, 2007

	(In thousands)
Cash flows from operating activities:
Net loss	$	(30,422	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, amortization and impairments		85,087
Deferred income taxes		(1,250	)
Provision for losses on accounts receivable		(1,277	)
Equity losses		71
Amortization of deferred compensation		12,501
Change in market value of interest rate swaps		(177	)
Net loss on sale of revenue equipment		91
Net gain on sale of nonrevenue equipment		(87	)
Impairment of note receivable		2,418
Increase (decrease) in cash resulting from changes in:
Accounts receivable		(14,080	)
Inventories and supplies		2,444
Prepaid taxes, licenses and insurance		(4,408	)
Other assets		(6,365	)
Accounts payable, accrued and other liabilities		40,603
Net cash provided by operating activities		85,149
Cash flows from investing activities:
Proceeds from sale of property and equipment		27,841
Capital expenditures		(80,517	)
Proceeds from sale of assets held for sale		6,400
Payments received on equipment sales receivables		2,422
Net cash used in investing activities		(43,854	)
Cash flows from financing activities:
Income tax benefit from exercise of stock options		9,485
Repayment of borrowings under accounts receivable securitization		(20,000	)
Proceeds from sale of common stock		6,274
Reclassification of realized derivative loss on cash flow hedge		378
Purchase of treasury stock		(4,237	)
Net cash used in financing activities		(8,100	)
Effect of exchange rate changes on cash		81
Net increase in cash		33,276
Cash and cash equivalents at beginning of year		47,858
Cash and cash equivalents at end of year	$	81,134
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest	$	6,719
Income tax paid (refunded)		(9,978	)
Supplemental schedule of noncash investing and financing activities:
Equipment sales receivables	$	2,393
Equipment purchase accrual		(9,131	)

See accompanying notes to consolidated financial statements.

F-67

Swift Transportation Co., Inc. and Subsidiaries

Notes to consolidated financial statements

May 10, 2007 and December 31, 2006

(1)   Summary of significant accounting policies

(a)   Description of business

Swift Transportation Co., Inc., a Nevada holding company, together with its wholly owned subsidiaries (the Company), is a national truckload carrier operating predominantly in one industry, road transportation, throughout the continental United States and Mexico and thus has only one reportable segment. The Company operates a national terminal network and a fleet of approximately 18,000 tractors, at May 10, 2007, from its headquarters in Phoenix, Arizona.

(b)   Description of merger

On January 19, 2007, the Company entered into a definitive merger agreement with Saint Acquisition Corporation, a wholly owned subsidiary of Swift Corporation (formerly known as Saint Corporation), an entity formed by Jerry Moyes, the Company’s founder, a director and former Chairman of the Board and CEO. On April 27, 2007, at a special meeting held in Phoenix, Arizona, the stockholders of the Company approved the merger agreement providing for the merger of the Company with Saint Acquisition Corporation.

Pursuant to the separate Swift Transportation Co., Inc. “Contribution and Exchange Agreement,” Jerry Moyes, The Jerry and Vickie Moyes Family Trust dated 12/11/87 and various Moyes’ children trusts (collectively “Moyes affiliates”) contributed 28,792,810 shares of Swift Transportation Co., Inc. common stock, which represented 38.259% of the then outstanding common stock of Swift Transportation Co., Inc. to Swift Corporation on May 9, 2007. In exchange for the contributed Swift Transportation Co., Inc. common stock, the Moyes affiliates received a total of 64,495,892 shares of Swift Corporation’s common stock

On May 10, 2007, the Moyes affiliates acquired all the remaining 61.741% of the outstanding shares of the Company’s common stock for $31.55 per share (the Merger) pursuant to the merger agreement. Following the Merger, the Company’s shares ceased to be quoted on NASDAQ, the Company ceased to file reports with the Securities and Exchange Commission (the SEC) and the Company became owned by Swift Corporation, which is owned by Jerry Moyes, who prior to the Merger was the Company’s largest stockholder, and certain of his affiliates.

(c)   Principles of consolidation

The accompanying consolidated financial statements include the accounts of Swift Transportation Co., Inc. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. When the Company does not have a controlling interest in an entity, but exerts significant influence over the entity, the Company applies the equity method of accounting. Special purpose entities are accounted for using the criteria of Statement of Financial Accounting Standard (FAS) No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities (a replacement of FASB No. 125). This Statement provides consistent accounting standards for distinguishing transfers of financial assets that are sales from transfers that are secured borrowings.

(d)   Cash and cash equivalents

The Company considers all highly liquid debt instruments purchased with original maturities of three months or less to be cash equivalents.

The Company’s wholly owned captive insurance company, Mohave Transportation Insurance Company, an Arizona corporation, maintains certain working trust accounts. The cash and cash equivalents within the trusts will be used to reimburse the insurance claim losses paid by the captive insurance company. As of

F-68

Swift Transportation Co., Inc. and Subsidiaries

Notes to consolidated financial statements — (Continued)

May 10, 2007 and December 31, 2006, cash and cash equivalents held within the trust accounts were $12.4 million and $10.2 million, respectively.

(e)   Inventories and supplies

Inventories and supplies consist primarily of spare parts, tires, fuel and supplies and are stated at lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method.

(f)   Property and equipment

Property and equipment are stated at cost. Costs to construct significant assets include capitalized interest incurred during the construction and development period. For the four months and ten days ended May 10, 2007, the Company capitalized interest related to self-constructed assets totaling $55,000. Expenditures for replacements and betterments are capitalized; maintenance and repair expenditures are charged to expense as incurred. Depreciation on property and equipment is calculated on the straight-line method over the estimated useful lives of 5 to 40 years for facilities and improvements, 3 to 12 years for revenue and service equipment and 3 to 5 years for furniture and office equipment.

Tires on revenue equipment purchased are capitalized as a component of the related equipment cost when the vehicle is placed in service and depreciated over the life of the vehicle. Replacement tires are charged to expense when placed in service.

(g)   Goodwill

The Company has $56.2 million of goodwill at May 10, 2007 and December 31, 2006. Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination. Goodwill is reviewed for impairment at least annually in accordance with the provisions of FAS No. 142, Goodwill and Other Intangible Assets.

(h)   Impairments

The Company evaluates its long-lived assets, including equity investments, property and equipment, and certain intangible assets subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with FAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. If circumstance requires a long-lived asset be tested for possible impairment, the Company compares undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

Goodwill and indefinite lived intangible assets are reviewed for impairment at least annually in accordance with the provisions of FAS No. 142, Goodwill and Other Intangible Assets.

(i)   Revenue recognition

The Company recognizes operating revenues and related direct costs to recognizing revenue as of the date the freight is delivered, which is consistent with method three under EITF 91-9, Revenue and Expense Recognition for Freight Services in Process.

F-69

Swift Transportation Co., Inc. and Subsidiaries

Notes to consolidated financial statements — (Continued)

(j)   Stock compensation plans

On January 1, 2006, the Company adopted FAS No. 123(R), Share-Based Payment (FAS 123(R)), using the modified prospective method. This Statement requires that all share-based payments to employees, including grants of employee stock options, be recognized in the financial statements upon a grant-date fair value of an award as opposed to the intrinsic value method of accounting for stock-based employee compensation under Accounting Principles Board Opinion No. 25 (APB No. 25), which the Company used for the preceding years.

In November 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) No. FAS 123(R)-3, Transition Election Related to Accounting for Tax Effects of Share-Based Payment Awards (FSP 123(R)-3). The Company has elected to adopt the alternative transition (short-cut) method provided in the FSP 123(R)-3 for calculating the tax effects of stock-based compensation pursuant to FAS No. 123(R). The alternative transition method includes simplified methods to establish the beginning balance of the additional paid-in capital pool (APIC pool) related to the tax effects of employee stock-based compensation and to determine the subsequent impact on the APIC pool of the tax effects of employee stock-based compensation awards that are outstanding upon adoption of FAS No. 123(R). See note 15 for additional information relating to the Company’s stock compensation plans and the adoption of FAS No. 123(R).

Pursuant to the merger agreement, all outstanding stock options and performance shares, vested or unvested as of May 10, 2007, were canceled and fully settled. Holders of stock options received an amount in cash equal to the excess of the Merger consideration over the exercise price per share of the options multiplied by the number of options outstanding. Holders of performance shares received cash equal to the merger consideration. Following the effective time of the merger, the holders of the options had no further rights in the options or performance shares.

The Company’s net loss for the four months and ten days ended May 10, 2007 includes $12.5 million of compensation costs related to the Company’s share-based compensation arrangements, of which $11.1 million was associated with the acceleration of options and performance shares related to the Merger.

(k)   Income taxes

In addition to charging income for taxes actually paid or payable, the Company provides for deferred income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date.

(l)   Use of estimates

The preparation of the consolidated financial statements, in accordance with generally accepted principles in the United States of America, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include the carrying amount of property and equipment, intangibles and goodwill; valuation allowances for receivables, inventories and deferred income tax assets; valuation of financial instruments; valuation of share-based compensation; and estimates of claims accruals and contingent obligations. Actual results could differ from those estimates.

F-70

Swift Transportation Co., Inc. and Subsidiaries

Notes to consolidated financial statements — (Continued)

(m)   Recent accounting pronouncements

In February 2007, the FASB issued FAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. FAS No. 159 allows entities the option to measure eligible financial instruments at fair value as of specified dates. Such election, which may be applied on an instrument by instrument basis, is typically irrevocable once elected. FAS No. 159 is effective for fiscal years beginning after November 15, 2007, and early application is allowed under certain circumstances. Management is currently evaluating the requirements of FAS No. 159 and has not yet determined the impact, if any, on the Company’s consolidated financial statements.

In September 2006, the Financial Accounting Standards Board (FASB) issued FAS No. 157, Fair Value Measurements. FAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This Statement does not require any new fair value measurements, however, for some entities, the application of this Statement will change current practice. FAS No. 157 is effective for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued a Staff Position No. 157-2, which delays the effective date of FAS No. 157 for non financial assets and non financial liabilities that are not currently recognized or disclosed at fair value on a recurring basis until fiscal years beginning after November 15, 2008. The Company is currently evaluating the impact, if any, of FAS No. 157 on its consolidated financial statements.

In June 2006, the FASB issued FASB Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FAS No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a company’s tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

In May 2007, the FASB issued FSP No. FIN 48-1, Definition of Settlement in FASB Interpretation No. 48. The FSP provides guidance about how an enterprise should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. Under the FSP, a tax position could be effectively settled on completion of examination by a taxing authority if the entity does not intend to appeal or litigate the result and it is remote that the taxing authority would examine or re-examine the tax position. Application of the FSP shall be upon the initial adoption date of FIN 48. The FSP did not have a material impact on the Company’s consolidated financial statements.

The Company adopted the provisions of FIN 48 as of January 1, 2007 with no cumulative effect adjustment recorded at adoption. As of the date of adoption, the Company’s unrecognized tax benefits totaled approximately $8.3 million, $2.1 million of which would favorably impact our effective tax rate if subsequently recognized. As of May 10, 2007, we had unrecognized tax benefits totaling approximately $9.9 million, $1.8 million of which would favorably impact our effective tax rate if subsequently recognized.

The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense. Accrued interest and penalties as of January 1, 2007 and May 10, 2007 were approximately $0.8 million and $2.0 million, respectively. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision.

The Company and its subsidiaries are currently under examination by federal taxing authorities for years 2003 through 2005 and various state jurisdictions for years ranging from 1997 to 2005. At the completion of these examinations, management does not expect any adjustments that would have a material impact on the Company’s effective tax rate. Years subsequent to 2005 remain subject to examination.

F-71

Swift Transportation Co., Inc. and Subsidiaries

Notes to consolidated financial statements — (Continued)

The Company anticipates that the total amount of unrecognized tax benefits may decrease by approximately $8.6 million during the next twelve months, which it believes will not have a material impact on the financial statements.

(2)   Accounts receivable

Accounts receivable were:

	May 10,		December 31,
	2007		2006
	(In thousands)
Trade customers	$	294,853	$	290,985
Equipment manufacturers		6,773		7,092
Tax receivable		31,817		21,788
Other		4,070		5,458
		337,513		325,323
Less allowance for doubtful accounts		14,518		17,305
	$	322,995	$	308,018

The schedule of allowance for doubtful accounts was as follows:

	May 10,			December 31,
	2007			2006
	(In thousands)
Beginning balance	$	17,305		$	14,352
Additions (reversals)		(1,277	)		6,808
Recoveries		413			412
Write-offs		(1,923	)		(4,267	)
Ending balance	$	14,518		$	17,305

(3)   Assets held for sale

Assets held for sale were:

	May 10,		December 31,
	2007		2006
	(In thousands)
Land and facilities	$	800	$	7,511
Revenue equipment		22,070		27,866
Assets held for sale	$	22,870	$	35,377

As of May 10, 2007, assets held for sale were stated at the lower of depreciated cost or fair value less estimated selling expenses. The Company expects to sell these assets within the next twelve months. During the four months and ten days ended May 10, 2007, the Company transferred its New Jersey terminal back into operations, reclassifying the facility from assets held for sale to property and equipment.

(4)   Equity investment — Transplace, Inc.

In 2000, the Company contributed $10.0 million in cash to Transplace, Inc. (Transplace), a provider of transportation management services. The Company’s 29% interest in Transplace is accounted for using the equity method. As a result of accumulated equity losses, the investment in Transplace was $0 at May 10, 2007

F-72

Swift Transportation Co., Inc. and Subsidiaries

Notes to consolidated financial statements — (Continued)

and December 31, 2006, respectively. The Company’s equity in the net assets of Transplace exceeds its investment account by approximately $24 million as of May 10, 2007. As Transplace records amortization or impairment of goodwill and intangibles, the Company accretes an equal amount of basis difference to offset such amortization or impairment. The Company received $4.5 million in operating revenue during the four months and ten days ended May 10, 2007 for transportation services provided to Transplace. At May 10, 2007 and December 31, 2006, $2.1 million and $2.0 million, respectively, were owed to the Company for these services. The Company recorded equity losses of $71,000 in other (income) expense during the four months and ten days ended May 10, 2007 for Transplace, which reduced the note receivable described in Note 5.

(5)   Notes receivable

In January 2005, the Company loaned $6.3 million to Transplace Texas, LP, a subsidiary of Transplace. This note receivable is being reduced as the Company records its portion of the losses incurred by Transplace. As of May 10, 2007, this note has been reduced by approximately $5.7 million in accumulated losses and a principal payment of approximately $340,000 received in 2006. At such time as the note is repaid in full, the amount of losses previously recorded as a reduction of the note receivable will be recognized as a gain. Effective January 7, 2007, the note receivable was amended to extend the maturity date to January 7, 2009.

In the course of the preparation and review of consolidated financial statements as of and for the four months and ten days ended May 10, 2007, the Company determined that the underlying collateral of the note receivable from Transportes EASO, a third party Mexican trucking company, was impaired and recorded a pre-tax impairment of $2.4 million related to the write-off of the note receivable.

Notes receivable were the following:

	May 10,		December 31,
	2007		2006
	(In thousands)
Note receivable of $6,331 from Transplace, net of accumulated equity losses and principal payments, bearing interest of 6% per annum and principal due and payable on January 7, 2009	$	263	$	334
Note receivable from Transportes EASO, payable on demand		—		2,418
		263		2,752
Less current portion		—		—
Notes receivable, less current portion	$	263	$	2,752

(6)   Accrued liabilities

Accrued liabilities were:

	May 10,		December 31,
	2007		2006
	(In thousands)
Employee compensation	$	67,424	$	37,980
Fuel, mileage and property taxes		4,563		5,339
Income taxes payable		3,840		2,973
Other		17,813		17,068
	$	93,640	$	63,360

F-73

Swift Transportation Co., Inc. and Subsidiaries

Notes to consolidated financial statements — (Continued)

(7)   Claims accruals

Claims accruals represent accruals for the uninsured portion of pending claims at May 10, 2007 and December 31, 2006. The current portion reflects the amounts of claims expected to be paid in the following year. These accruals are estimated based on management’s evaluation of the nature and severity of individual claims and an estimate of future claims development based on the Company’s past claims experience. The Company’s insurance program for workers’ compensation, group medical liability, liability, physical damage and cargo damage involves self-insurance, with varying risk retention levels. Claims in excess of these risk retention levels are insured up to certain limits which management believes is adequate.

Claims accruals were (in thousands):

	May 10,		December 31,
	2007		2006
	(In thousands)
Auto and collision liability	$	160,361	$	160,660
Workers’ compensation liability		77,780		69,490
Owner-operator claims liability		9,129		4,014
Group medical liability		12,255		10,962
Cargo damage liability		2,209		2,592
		261,734		247,718
Less current portion of claims accrual		155,273		139,112
Claim accruals, less current portion	$	106,461	$	108,606

(8)   Securitization of accounts receivable

In December 1999, the Company (through a wholly owned bankruptcy-remote special purpose subsidiary) entered into an agreement to sell, on a revolving basis, interests in its accounts receivable to two unrelated financial entities. The bankruptcy-remote subsidiary has the right to repurchase the receivables from the unrelated entities. Therefore, the transaction does not meet the criteria for sale treatment in accordance with FAS No. 140 and is reflected as a secured borrowing in the financial statements.

Under the agreement amended in the fourth quarter of 2005, the Company can receive up to a maximum of $300 million of proceeds, subject to eligible receivables and will pay a program fee recorded as interest expense, as defined in the agreement. On December 20, 2006, the committed term was extended to December 19, 2007. The Company will pay commercial paper interest rates on the proceeds received (approximately 5.3% at May 10, 2007). The proceeds received are reflected as current liabilities on the consolidated financial statements because the committed term, subject to annual renewals, is 364 days. As of May 10, 2007 and December 31, 2006 there were $160 million and $180 million, respectively, of proceeds received.

Following the completion of the Merger, the agreement was terminated and the proceeds outstanding under the securitization of accounts receivable were paid in full through the proceeds of the merger consideration.

(9)   Fair value of operating lease guarantees

The Company guarantees certain residual values under its operating lease agreements for revenue equipment. At the termination of these operating leases, the Company would be responsible for the excess of the guarantee amount above the fair market value, if any. As of May 10, 2007 and December 31, 2006, the Company has recorded a liability for the estimated fair value of the guarantees, entered into subsequent to

F-74

Swift Transportation Co., Inc. and Subsidiaries

Notes to consolidated financial statements — (Continued)

January 1, 2003, in the amount of $491,000 and $674,000, respectively. The maximum potential amount of future payments the Company would be required to make under all of these guarantees is $21.8 million.

(10)   Borrowings under revolving credit agreement

Pursuant to the amended credit facility with a group of lenders, as of May 10, 2007, the Company had a $550 million revolving credit agreement, maturing December 2010 (the Credit Agreement). Interest on outstanding borrowings was based upon one of two options, which the Company may select at the time of borrowing: the bank’s prime rate or the London Interbank Offered Rate (LIBOR) plus applicable margins ranging from 40 to 100 basis points, as defined in the Credit Agreement (50 basis points at May 10, 2007). The unused portion of the line of credit is subject to a commitment fee ranging from 8 to 17.5 basis points (10 basis points at May 10, 2007). As of May 10, 2007 and December 31, 2006, there were no amounts outstanding under the line of credit. The total commitment fee expensed for the four months and ten days ended May 10, 2007 was $129,000.

The Credit Agreement included financing for letters of credit. As of May 10, 2007, the Company had outstanding letters of credit primarily for workers’ compensation and liability self-insurance purposes totaling $187.2 million, leaving $362.8 million available under the Credit Agreement.

The Credit Agreement requires the Company to meet certain covenants with respect to leverage and fixed charge coverage ratios and tangible net worth. As of May 10, 2007 the Company was in compliance with these debt covenants.

Following the completion of the Merger, the Credit Agreement was canceled and all accrued commitment fees paid.

(11)   Senior notes

In June 2003, the Company completed a private placement of senior notes. The notes were issued in two series of $100 million each with an interest rate of 3.73% for those notes maturing on June 27, 2008 and 4.33% for those notes maturing on June 27, 2010 with interest payable on each semiannually in June and December. The notes contain financial covenants relating to leverage, fixed charge coverage and tangible net worth. As of May 10, 2007, the Company was in compliance with these debt covenants.

Following the completion of the Merger, the outstanding principal and accrued interest on the senior notes were redeemed and paid in full through the proceeds of the merger consideration.

(12)   Derivative financial instruments

The Company was a party to swap agreements that were used to manage exposure to interest rate movement by effectively changing the variable rate to a fixed rate. Since these instruments did not qualify for hedge accounting, the changes in the fair value of the interest rate swap agreements will be recognized in net earnings until they mature through March 2009.

For the four months and ten days ended May 10, 2007, the Company recognized a gain for the change in fair market value of the interest rate swap agreements of $177,000. The changes in fair market value of the interest rate swap agreements are recorded as interest expense.

F-75

Swift Transportation Co., Inc. and Subsidiaries

Notes to consolidated financial statements — (Continued)

(13)   Commitments

Operating leases

The Company leases various revenue equipment and terminal facilities under operating leases. At May 10, 2007, the future minimum lease payments under noncancelable operating leases were:

	Revenue
	Equipment		Facilities		Total
	(In thousands)
Years Ending May 10,
2008	$	29,965	$	897	$	30,862
2009		12,526		435		12,961
2010		12,034		167		12,201
2011		6,078		51		6,129
2012		—		43		43
Total minimum lease payments	$	60,603	$	1,593	$	62,196

The revenue equipment leases generally include purchase options exercisable at the completion of the lease. For the four months and ten days, total rental expense was $20.1 million.

Purchase commitments

The Company had commitments outstanding to acquire revenue equipment for approximately $252.6 million as of May 10, 2007. These purchases are expected to be financed by the combination of operating leases, debt, proceeds from sales of existing equipment and cash flows from operations. The Company has the option to cancel such commitments with 90 days notice.

In addition, the Company had remaining commitments of $326,000 as of May 10, 2007 under contracts relating to acquisition, development and improvement of facilities.

(14)   Contingencies

The Company is involved in certain claims and pending litigation primarily arising in the normal course of business. Based on the knowledge of the facts and, in certain cases, opinions of outside counsel, management believes the resolution of claims and pending litigation will not have a material adverse effect on the Company.

(15)   Stockholders’ equity

(a)   Treasury stock

Pursuant to the Company’s repurchase program, the Company may acquire its common stock using the proceeds received from the exercise of stock options to minimize the dilution from the exercise of stock options. The purchases are made in accordance with SEC rules 10b5-1 and 10b-18, which limit the amount and timing of repurchases and removes any discretion with respect to purchases on the part of the Company. The timing and amount of shares repurchased is dependent upon the timing and amount of employee stock option exercises.

The Company purchased 145,961 shares of its common stock for a total cost of $4.2 million during the four months and ten days ended May 10, 2007. All of the shares purchased are being held as treasury stock and may be used for issuances under the Company’s employee stock option and purchase plans or for other general corporate purposes.

F-76

Swift Transportation Co., Inc. and Subsidiaries

Notes to consolidated financial statements — (Continued)

(b)   Stock option plans

The Company has granted a number of stock options under various plans. Beginning in April 2006, the Company granted options to employees, which vest pro-rata over a five year period and have exercise prices equal to 100% of the market price on the date of grant. The options expire seven years following the grant date. Prior to April 2006, options granted by the Company to employees generally vested 20% per year beginning on the fifth anniversary of the grant date or pro-rata over a nine-year period. The option awards expire ten years following the date of grant. The exercise prices of the options with nine year vesting periods were generally granted equal to 85 to 100% of the market price on the grant date. Options granted to the Company’s nonemployee directors have been granted with an exercise price equal to 85% or 100% of the market price on the grant date, vest over four years and expire on the sixth anniversary of the grant date.

Pursuant to the merger agreement (Merger), as of May 10, 2007, all outstanding vested or unvested fixed stock options were canceled and fully settled. Holders of stock options received from Jerry Moyes and certain of his affiliates an amount in cash equal to the excess of the merger consideration over the exercise price per share of the options multiplied by the number of options outstanding.

A summary of the activity of the Company’s fixed stock option plans as of May 10, 2007 and December 31, 2006, and changes during the periods then ended on those dates were:

	May 10, 2007					December 31, 2006
				Weighted-					Weighted-
				Average					Average
	Shares			Exercise Price		Shares			Exercise Price
Outstanding at beginning of period		3,422,386		$	19.78		6,467,398		$	18.05
Granted at market value		374,250			30.52		575,400			23.53
Exercised		(221,860	)		17.50		(3,425,553	)		17.15
Cancelled and settled		(3,520,400	)		21.09		—			—
Forfeited		(54,376	)		17.34		(194,859	)		19.85
Outstanding at end of period		—		$	—		3,422,386		$	19.78
Options exercisable at end of period		—					2,160,154

The total intrinsic value of options exercised during the four months and ten days ended May 10, 2007, was $2.1 million. For the stock options canceled and settled at May 10, 2007 associated with the merger, the total intrinsic value was $36.8 million, with no cash proceeds received by the Company.

The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model, which uses a number of assumptions to determine the fair value of the options on the date of grant. The weighted average grant date fair value of options granted at market value during the four months ended May 10, 2007 was $13.26. The following weighted average assumptions were used to determine the weighted average grant date fair value of the stock options granted during the four months and ten days ended May 10, 2007:

	May 10,
	2007
Dividend yield		—%
Expected volatility		41%
Risk free interest rate		4.86%
Expected lives (in years)		5.0

F-77

Swift Transportation Co., Inc. and Subsidiaries

Notes to consolidated financial statements — (Continued)

The expected lives of the options are based on the historical and expected future employee exercise behavior. Expected volatility is based upon the historical volatility of the Company’s common stock. The risk-free interest rate is based upon the U.S. Treasury yield curve at the date of grant with maturity dates approximately equal to the expected life at the grant date.

(c)   Employee stock purchase plan

Under the Employee Stock Purchase Plan (ESPP), the Company is authorized to issue up to 6.5 million shares of common stock to full-time employees, nearly all of whom are eligible to participate. Under the terms of the ESPP, employees can choose each year to have up to 15% of their annual base earnings withheld to purchase the Company’s common stock. The purchase price of the stock is 85% of the lower of the beginning-of-period or end-of-period (each period being the first and second six calendar months) market price. Each employee is restricted to purchasing during each period a maximum of $12,500 of stock determined by using the beginning-of-period price.

On March 22, 2007, the Compensation Committee of the Board of Directors of the Company approved and adopted an amendment to the ESPP. The ESPP was amended to reflect the provision contained in that certain Agreement and Plan of Merger, dated as of January 19, 2007, by and among Saint Corporation, Saint Acquisition Corporation and the Company. The amendment provided that the then current offering period under the Plan would end the last trading date prior to the effective time of the merger and that no additional offering periods will occur thereafter. During the four months and ten days ended May 10, 2007, the Company issued approximately 71,000 shares at an average price per share of $22.87, under the employee stock purchase plan.

As a result of the adoption of FAS 123(R) in January 2006, total compensation expense related to the ESPP was approximately $523,000 for the four months and ten days ended May 10, 2007. Compensation expense is calculated as the fair value of the employees’ purchase rights, which was estimated using the Black-Scholes-Merton model with the following assumptions:

	May 10,
	2007
Dividend yield		—	%
Expected volatility		48	%
Risk free interest rate		5.11	%

The weighted average fair value of those purchase rights granted during the four months and ten days ended May 10, 2007 was $7.40 per share.

(d)   Performance share awards

In 2006, the Company communicated to employees a plan that would include the award of performance shares to eligible employees to be issued in 2007 pursuant to the 2006 Long-Term Incentive Compensation Plan. The actual number of awards was based on the Company meeting or achieving certain performance targets in 2006. In January 2007, approximately 84,000 performance share awards were issued under the Company’s 2003 Stock Incentive Plan. The performance share awards vest over two years at a rate of 50% per year beginning on the first anniversary following the date the awards were issued. The weighted average fair value of these performance shares in 2006 was $22.65 per share.

Pursuant to the merger agreement, as of May 10, 2007, all outstanding vested or unvested performance shares were canceled and fully settled. Holders of performance shares received cash equal to the merger consideration.

F-78

Swift Transportation Co., Inc. and Subsidiaries

Notes to consolidated financial statements — (Continued)

(e)   Stockholders protection rights agreement

On July 18, 2006, the Board of Directors of the Company declared a dividend payable July 31, 2006 of one right (a “Right) for each outstanding share of common stock of the Company held of record at the close of business on July 31, 2006 and for each share issued thereafter. The Rights were issued pursuant to a Stockholders Protection Rights Agreement (the Rights Agreement), which governs the terms of the Rights. The Rights Agreement is designed to protect the Company’s stockholders against coercive tender offers, inadequate offers, and abusive or coercive takeover tactics and ensure all the Company’s stockholders receive fair and equal treatment in the event of any unsolicited attempts to take over the Company. Following a triggering event (as described in the Rights Agreement), each Right entitles its registered holder, other than an acquiring person that causes the triggering event, to purchase from the Company, one one-hundredth of a share of Participating Preferred Stock, $0.001 par value, for $150, subject to adjustment. The Rights will not become exercisable until, among other things, the business day following the tenth business day after either any person commences a tender or exchange offer which, if consummated, would result in such person acquiring beneficial ownership of 20% or more of the Company’s outstanding common stock or a person or group has acquired 20% or more of the Company’s outstanding common stock (or, in the case of an existing holder of more than 20%, such person or group has acquired an additional 0.01% of the outstanding common stock, subject to certain exceptions). The Rights will expire on the close of business on July 18, 2009 or on the date on which the Rights are redeemed by the Board of Directors.

Immediately prior to the execution of the merger agreement, the Company amended the Rights Agreement. The Rights Agreement amendment provides that, among other things, neither the execution of the merger agreement nor the consummation of the Merger or the other transactions contemplated by the merger agreement will trigger the separation or exercise of the stockholder rights or any adverse event under the Rights Agreement. In particular, none of Swift Corporation, its wholly owned subsidiary, Saint Acquisition Corporation, or any of their respective affiliates or associates will be deemed to be an Acquiring Person (as defined in the Rights Agreement) solely by virtue of the approval, execution, delivery, adoption or performance of the merger agreement or the consummation of the Merger or any other transactions contemplated by the merger agreement.

(16)   Income Taxes

Income tax expense (benefit) for the four months and ten days ended May 10, 2007 was (in thousands):

Current expense (benefit):
Federal	$	(6,124	)
State		708
Foreign		33
		(5,383	)
Deferred expense (benefit):
Federal		1,742
State		(1,992	)
Foreign		1,056
		806
Net income tax benefit	$	(4,577	)

F-79

Swift Transportation Co., Inc. and Subsidiaries

Notes to consolidated financial statements — (Continued)

The Company’s effective tax rate was 14% for the four months and ten days ended May 10, 2007. The actual tax benefit differs from the “expected” tax benefit (computed by applying the U.S. Federal corporate income tax rate of 35% to earnings (losses) before income taxes) for the four months and ten days ended May 10, 2007 (in thousands):

Computed “expected” tax benefit	$	(12,250	)
Increase (decrease) in income taxes resulting from:
State income taxes, net of federal income tax benefit		183
Per diem allowances		627
Acquisition related expenses		8,144
State tax rate change and other adjustments in deferred items		(1,551	)
Other, net of tax credits		270
Net income tax benefit	$	(4,577	)

The net effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities:

	May 10,			December 31,
	2007			2006
	(In thousands)
Deferred tax assets:
Claims accruals	$	88,877		$	85,287
Allowance for doubtful accounts		6,747			6,425
Accrued liabilities		1,057			1,179
Derivative financial instruments		229			297
Equity investments		5,664			5,464
Amortization of discount on stock options		—			1,980
Other		8,531			7,821
Total deferred tax assets		111,105			108,453
Valuation allowances		(1,697	)		(1,616	)
Total deferred tax assets, net		109,408			106,837
Deferred tax liabilities:
Property and equipment, principally due to differences in depreciation		(341,909	)		(336,671	)
Prepaid taxes, licenses and permits deducted for tax purposes		(14,017	)		(14,495	)
Contractual commitments deducted for tax purposes		(4,644	)		(8,412	)
Other		(7,357	)		(7,028	)
Total deferred tax liabilities		(367,927	)		(366,606	)
Net deferred tax liability	$	(258,519	)	$	(259,769	)

F-80

Swift Transportation Co., Inc. and Subsidiaries

Notes to consolidated financial statements — (Continued)

These amounts are presented in the accompanying consolidated balance sheets as follows:

	May 10,			December 31,
	2007			2006
	(In thousands)
Current deferred tax asset	$	53,615		$	43,695
Noncurrent deferred tax liability		(312,134	)		(303,464	)
Net deferred tax liability	$	(258,519	)	$	(259,769	)

U.S. income and foreign withholding taxes have not been provided on approximately $45 million of cumulative undistributed earnings of foreign subsidiaries. The earnings are considered to be permanently reinvested outside the U.S. As the Company intends to reinvest these earnings indefinitely outside the U.S., it is not required to provide U.S. income taxes on them until they are repatriated in the form of dividends or otherwise.

The Company has state net operating loss carryforwards available at May 10, 2007 that it expects will generate future tax savings of approximately $4 million. The state net operating losses will expire at various times between 2007 and 2026 if not used. The Company has established a valuation allowance of $1.7 million for the possibility that some of these state carryforwards may not be used.

(17)   Accumulated other comprehensive loss

In conjunction with the June 2003 private placement of senior notes, the Company entered into a cash flow hedge to lock the benchmark interest rate used to set the coupon rate for $50 million of the notes. The Company terminated the hedge when the coupon rate was set and paid $1.1 million, which is recorded as accumulated other comprehensive loss in stockholders’ equity. This amount will be amortized as a yield adjustment of the interest rate on the seven-year series of notes. The Company amortized $378,000 into interest expense during four months and ten days ended May 10, 2007.

(18)   Employee benefit plans

The Company maintains a 401(k) profit sharing plan for all employees who are 19 years of age or older and have completed six months of service. In 2006, the Company amended the Plan to allow matching of contributions up to 3% of an employee’s compensation. Employees’ rights to employer contributions vest after five years from their date of employment.

For the four months and ten days ended May 10, 2007, the Company’s expense associated with the 401(k) plan was approximately $919,000.

(19)   Key customer

Services provided to the Company’s largest customer, Wal-Mart, generated 15% of operating revenue during the four months and ten days ended May 10, 2007. No other customer accounted for 10% or more of operating revenue.

(20)   Related party transactions

The Company obtains drivers for the owner-operator portion of its fleet by entering into contractual arrangements either with individual owner-operators or with fleet operators. Fleet operators maintain a fleet of tractors and directly negotiate with a pool of owner-operators and employees whose services the fleet operator then offers to the Company. One of the largest fleet operators with whom the Company does business is Interstate Equipment Leasing, Inc. (IEL), a corporation wholly owned by Jerry Moyes, a member of the Company’s Board of Directors. The Company pays the same or comparable rate per mile for purchased

F-81

Swift Transportation Co., Inc. and Subsidiaries

Notes to consolidated financial statements — (Continued)

transportation services to IEL that it pays to independent owner-operators and other fleet operators. For the period January 1, 2007 through May 10, 2007, the Company paid $3.1 million to IEL for purchased transportation services. The Company owed $94,000 and $140,000 for these purchased transportation services at May 10, 2007 and December 31, 2006, respectively.

The Company also provides repair and maintenance services to IEL trucks totaling $1.1 million for the period January 1, 2007 through May 10, 2007. At May 10, 2007 and December 31, 2006, the Company was owed $17,000 and $108,000, respectively, for these services. The Company paid IEL $79,000 during the same period of 2007 for various other services (including insurance claims payments and reimbursement to IEL for Prepass usage by their drivers on the Company loads). There were no amounts payable to IEL for these services at May 10, 2007 or December 31, 2006.

The Company provides transportation, repair, facilities leases and other services to several trucking companies affiliated with Jerry Moyes as follows:

Two trucking companies affiliated with Jerry Moyes hires the Company for truckload hauls for their customers: Central Freight Lines, Inc. (Central Freight), a publicly traded less-than-truckload carrier, and Central Refrigerated Service, Inc. (Central Refrigerated), a privately held refrigerated truckload carrier. Jerry Moyes owns Southwest Premier Properties which bought out Central Freight in 2005 and Mr. Moyes is the principal stockholder of Central Refrigerated. The Company also provides repair, facilities leases and other truck stop services to Central Freight and Central Refrigerated. The Company recognized $2.0 million in operating revenue for January 1, 2007 through May 10, 2007 for these services to Central Freight and Central Refrigerated. At May 10, 2007 and December 31, 2006, $977,000 and $31,000, respectively, was owed to the Company for these services.

The rates that the Company charges each of these companies for transportation services, in the case of truckload hauls, are market rates comparable to what it charges its regular customers, thus providing the Company with an additional source of operating revenue at its normal freight rates. The rates charged for repair and other truck stop services is comparable to what the Company charges its owner-operators, which is at a mark up over the Company’s cost. In addition, The Company leases facilities from Central Freight and paid $101,000 to the carrier for facilities rents from January 1, 2007 through May 10, 2007. There were no amounts owed to Central Freight at May 10, 2007 or December 31, 2006.

The Company purchased $165,000 of refrigeration units and parts from January 1, 2007 through May 10, 2007 from Thermo King West, a Thermo King dealership owned by William F. Riley III, an executive officer of the Company until July 2005, who is also the father of Jeff Riley, an executive officer of the Company until the closing of the merger on May 10, 2007. The Company owed $41,000 and $3,000 to Thermo King West at May 10, 2007 and December 31, 2006, respectively. Thermo King Corporation, a unit of Ingersoll-Rand Company limited, requires that all purchases of refrigeration units be made through one of its dealers. Thermo King West is the exclusive dealer in the southwest. Pricing terms are negotiated directly with Thermo King Corporation, with additional discounts negotiated between the Company and Thermo King West once pricing terms are fixed with Thermo King Corporation. Thermo King Corporation is one of only two companies that supplies refrigeration units that are suitable for the Company’s needs. In addition to Thermo King West, Bill Riley owns Trucks West, an operating franchised service and parts facilities for Volvo tractors. The Company purchased $1.1 million in parts and services from Trucks West from January 1, 2007 through May 10, 2007. The Company owed $255,000 and $637,000 for these parts and services at May 10, 2007 and December 31, 2006, respectively.

All of the above related party arrangements were approved by the independent members of the Company’s Board of Directors.

F-82

Swift Transportation Co., Inc. and Subsidiaries

Notes to consolidated financial statements — (Continued)

(21)   Fair value of financial instruments

Statement of Financial Accounting Standards No. 107, Disclosures about Fair Value of Financial Instruments, requires that the Company disclose estimated fair values for its financial instruments. Fair value estimates are made at a specific point in time and are based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Changes in assumptions could significantly affect these estimates. Since the fair value is estimated as of May 10, 2007, the amounts that will actually be realized or paid at settlement or maturity of the instruments could be significantly different.

The following summary presents a description of the methodologies and assumptions used to determine such amounts.

(a)   Accounts receivable and payable

Fair value is considered to be equal to the carrying value of the accounts receivable, accounts payable and accrued liabilities, as they are generally short-term in nature and the related amounts approximate fair value or are receivable or payable on demand.

(b) Long-term debt, borrowings under revolving credit agreement and accounts receivable securitization

The fair value of all of these instruments was assumed to approximate their respective carrying values given the duration of the notes, their interest rates and underlying collateral.

(c)   Senior notes

The fair value of the senior notes, measured as the present value of the future cash flows using the current borrowing rate for comparable maturity notes, was estimated to be $190.2 million as of May 10, 2007.

(22)   Customer relationship intangible asset

Information related to the acquired customer relationship intangible asset was:

	May 10,			December 31,
	2007			2006
	(In thousands)
Customer relationship intangible asset:
Gross carrying amount	$	45,726		$	45,726
Accumulated amortization		(11,601	)		(10,503	)
	$	34,125		$	35,223

The aggregate amortization expense related to the acquired customer relationship intangible asset was $1.1 million for the four months and ten days ended May 10, 2007. The estimated amortization expense for each of the next five years is approximately $3 million. Amortization on the customer relationship intangible asset is calculated on the straight-line method over the estimated useful life of 15 years.

(23)   Subsequent events

At the close of the Merger, Swift Corporation incurred approximately $2.56 billion in debt primarily associated with the acquisition of Swift Transportation Co., Inc. The debt consists of proceeds from a first lien term loan pursuant to a credit facility with a group of lenders totaling $1.72 billion and proceeds from the offering of $835 million in senior notes. The use of the proceeds included the cash consideration paid for the purchase price of Swift Transportation Co., Inc. of $1.52 billion, repayment of approximately $376.5 million of indebtedness of the Company and Interstate Equipment Leasing, Inc., a entity with common ownership,

F-83

Swift Transportation Co., Inc. and Subsidiaries

Notes to consolidated financial statements — (Continued)

$560 million representing the issuance of a stockholder loan receivable to the Moyes affiliates and debt issuance costs of $56.8 million. The remaining proceeds were used by Swift Corporation for payment of transaction-related expenses.

In connection with the Merger, Jock Patton, Robert W. Cunningham, Karl Eller, Alphonse E. Frei, David Goldman, Paul M. Mecray III, Jerry Moyes, Karen E. Rasmussen and Samuel C. Cowley resigned from his or her respective position as a member of the Board of Directors, and any committee thereof, of Swift Transportation Co., Inc. and from any other position he or she held with the Company or any of its subsidiaries. Mr. Cunningham and Glynis A. Bryan, the Chief Executive Officer and Chief Financial Officer of the Company, respectively, have also resigned from such positions in connection with the Merger. Pursuant to the Change in Control Agreements with certain executives, the Company recognized compensation expense of $16.4 million associated with the change in control during the four months and ten days ended May 10, 2007.

Following the completion of the Merger, the Company elected to be treated as an S Corporation, which resulted in an income tax benefit of $230.2 million associated with the partial reversal of previously recognized net deferred tax liabilities for the period after May 10, 2007.

(24)   Loss per share

The computation of basic and diluted loss per share is as follows:

	Four months and ten days
	ended May 10, 2007
	(In thousands, except
	per share data)
Net loss	$	(30,422	)
Weighted average shares:
Common shares outstanding for basic and diluted loss per share		75,159
Basic and diluted loss per share	$	(0.40	)

Potential common shares issuable upon exercise of outstanding stock options are excluded from diluted shares outstanding as their effect is antidilutive. All options outstanding at May 10, 2007 were cancelled and settled in conjunction with the Merger, as discussed in Note 15.

F-84

Report of Independent Registered Public Accounting Firm

The Board of Directors

Swift Holdings Corp.:

We have audited the accompanying balance sheet of Swift Holdings Corp. (the Company), a wholly-owned subsidiary of Swift Corporation as of July 2, 2010. This financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above presents fairly, in all material respects, the financial position of Swift Holdings Corp. as of July 2, 2010 in conformity with U.S. generally accepted accounting principles.

/S/ KPMG LLP

Phoenix, Arizona

July 21, 2010

F-85

Swift Holdings Corp.
A wholly-owned subsidiary of Swift Corporation

Balance Sheet

	July 2, 2010
ASSETS
Cash	$	100
Total assets	$	100
LIABILITIES AND STOCKHOLDER’S EQUITY
Stockholder’s equity:
Common stock, par value $.01 per share
Authorized 1,000 shares; 1,000 shares issued at July 2, 2010	$	10
Additional paid-in capital		90
Total stockholder’s equity		100
Total liabilities and stockholder’s equity	$	100

F-86

Swift Holdings Corp.
A wholly-owned subsidiary of Swift Corporation
Note to Financial Statement

Nature of business and basis of presentation

Swift Holdings Corp. (the “Company”), a wholly-owned subsidiary of Swift Corporation, was incorporated on May 20, 2010 (inception) with the authority to issue 1,000 shares of common stock, each having a par value of $0.01 in contemplation of an initial public offering. Swift Corporation is the holding company for Swift Transportation Co., LLC (a Delaware limited liability company, formerly Swift Transportation Co., Inc., a Nevada corporation) and its subsidiaries, a truckload carrier headquartered in Phoenix, Arizona, and Interstate Equipment Leasing, LLC. The Company has not engaged in any business or other activities, except in connection with its formation, and holds no assets and has no subsidiaries. The accompanying balance sheet has been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).

To fund the initial capitalization of Swift Holdings Corp., on July 2, 2010, Swift Holdings Corp. issued 1,000 shares of its common stock to Swift Corporation in consideration for $100 of initial capitalization proceeds received from Swift Corporation.

Management of the Company intends to merge Swift Corporation with and into the Company, with the Company surviving. In the merger, all of the outstanding common stock of Swift Corporation will be converted into shares of Swift Holdings Corp. common stock on a one-for-one basis.

Management has evaluated the effect on the Company’s reported financial condition of events subsequent to July 2, 2010 through the issuance of the financial statement on July 21, 2010.

F-87

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE YEAR ENDED DECEMBER 31, 2007

				Swift			Interstate			Pro Forma
	Swift			Transportation			Equipment			Adjustments
	Corporation(1)			Co., Inc.(2)			Leasing(3)			(4)			Pro Forma
	(In thousands)
Operating revenue	$	2,180,293		$	1,074,723		$	12,394		$	(2,662	)(a)(b)	$	3,264,748
Operating expenses:
Salaries, wages and benefits		611,811			364,690			1,328			—			977,829
Operating supplies and expenses		187,873			119,833			764			(569	)(a)		307,901
Fuel		474,825			223,579			898			—			699,302
Purchased transportation		435,421			196,258			—			(2,093	)(b)		629,586
Rental expense		51,703			20,089			7,016			(552	)(c)		78,256
Insurance and claims		69,699			58,358			81			—			128,138
Depreciation and amortization		187,043			82,949			700			819	(c)
											7,969	(d)
											1,701	(e)		281,181
Impairments		256,305			—			—			—			256,305
(Gain) loss on equipment disposal		(397	)		130			—			—			(267	)
Communication and utilities		18,625			10,473			18			—			29,116
Operating taxes and licenses		42,076			24,021			11			—			66,108
Total operating expenses		2,334,984			1,100,380			10,816			7,275			3,453,455
Operating income (loss)		(154,691	)		(25,657	)		1,578			(7,275	)		(188,707	)
Interest expense		171,115			9,454			348			92,268	(f)
											2,185	(f)
											(9,625	)(f)		265,745
Derivative interest expense (income)		13,233			(177	)		—			—			13,056
Interest income		(6,602	)		(1,364	)		(361	)		—			(8,327	)
Other (income) expenses		(1,933	)		1,429			31			—			(473	)
Earnings (losses) before income taxes		(330,504	)		(34,999	)		1,560			(92,103	)		(458,708	)
Income tax (benefit) expense		(234,316	)		(4,577	)		—			—			(238,893	)
Net earnings (loss)	$	(96,188	)	$	(30,422	)	$	1,560		$	(92,103	)	$	(219,815	)

2007 Results of Operations

Our actual financial results presented in accordance with GAAP for the year ended December 31, 2007 include the impact of the following transactions, referred to as the 2007 Transactions: (i) Jerry and Vickie Moyes’ April 7, 2007 contribution of 1,000 shares of common stock of Interstate Equipment Leasing, Inc. (now Interstate Equipment Leasing, LLC), or IEL, constituting all issued and outstanding shares of IEL to Swift Corporation, in exchange for 10,649,000 shares of Swift Corporation’s common stock, (ii) the May 9, 2007 contribution by Jerry Moyes and by Jerry and Vickie Moyes, jointly, the Jerry and Vickie Moyes Family Trust dated 12/11/87, and various Moyes children’s trusts of 28,792,810 shares of Swift Transportation Co., Inc. (now Swift Transportation Co., LLC), or Swift Transportation common stock, representing 38.3% of the then outstanding common stock of Swift Transportation, in exchange for 64,495,892 shares of Swift Corporation’s common stock, and (iii) Swift Corporation’s May 10, 2007 acquisition of Swift Transportation by a merger. Swift Corporation was formed in 2006 for the purpose of acquiring Swift Transportation. The results of Swift Transportation for the period from January 1, 2007 to May 10, 2007 are not included in our audited financial statements for the year ended December 31, 2007, included elsewhere in this prospectus. This lack of operational activity prior to May 11, 2007 impacts comparability between periods.

To facilitate comparability between periods, we utilize pro forma results of operations for 2007. The pro forma results of operations give effect to our acquisition of Swift Transportation and the related financing as if the transactions had occurred on January 1, 2007. Accordingly, our pro forma results of operations reflect a full year of operational activity for IEL and Swift Transportation as well as a full year of interest expense associated with the acquisition financing.

A-1

Notes to Pro Forma Condensed Consolidated Statement of Operations (Unaudited):

(1)	Reflects the GAAP consolidated statement of operations of Swift Corporation for the twelve months ended December 31, 2007, including Swift Transportation from May 11, 2007 to December 31, 2007 and IEL from April 7, 2007 to December 31, 2007.
(2)	Reflects the consolidated GAAP statement of operations (loss) of Swift Transportation from January 1, 2007 to May 10, 2007, prior to its acquisition by Swift Corporation.
(3)	Reflects the GAAP statement of operations for IEL from January 1, 2007 to April 6, 2007, prior to the contribution of its shares of capital stock to Swift Corporation.
(4)	The pro forma adjustments to the consolidated statement of operations reflect the 2007 Transactions as if they occurred on January 1, 2007, including the following:
	(a) As of April 6, 2007, IEL operated a fleet of approximately 80 trucks for Swift Transportation Co. The adjustment reflects the elimination of 100% of IEL’s revenue and associated expenses from operating these trucks.
	(b) Swift Transportation performs repair and maintenance on IEL-owned equipment and recognizes revenue for the total amount billed to IEL. The adjustment reflects the elimination of 100% of Swift Transportation revenue and associated expenses from these repairs.
	(c) The $552 thousand reduction in rental expense and the $819 thousand increase in depreciation expense for certain operating leases in which the lessor did not consent to the transfer of the underlying lease to the surviving entity as if the 2007 Transactions occurred on January 1, 2007.
	(d) The additional amortization of intangible assets of $8.0 million based on the allocation of a portion of the purchase price to intangible assets, including customer and owner-operator relationships as if the 2007 Transactions occurred on January 1, 2007. The customer relationship intangible is being amortized over fifteen years using the 150% declining balance method and the owner-operator relationship is being amortized using the straight-line method over three years.
	(e) The $1.7 million of additional depreciation expense based on the increase in the estimated fair value of property and equipment associated with the preliminary allocation of the purchase price as if the 2007 Transactions occurred on January 1, 2007.
	(f) The additional interest expense of $84.8 million as a result of (i) the $92.3 million increase in annual interest expense associated with the debt issued in connection with the 2007 Transactions, (ii) the $2.2 million increase in the interest expense associated with the amortization of deferred financing costs incurred with the issuance of the indebtedness and (iii) the $9.6 million elimination of annual interest expense associated with the repayment of Swift Transportation and IEL debt existing prior to the 2007 Transactions, along with the write-off of deferred financing costs associated with this debt as if the 2007 Transactions occurred on January 1, 2007.

A-2

          shares

Swift Holdings Corp.

Class A common stock

PROSPECTUS

Morgan Stanley BofA Merrill Lynch Wells Fargo Securities

Until          , 2010, all dealers that buy, sell, or trade in our Class A common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

, 2010

PART II

Information Not Required in Prospectus

Item 13.   Other expenses of issuance and distribution.

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, to be paid by the Registrant in connection with the sale of the shares of Class A common stock being registered hereby. All amounts are estimates except for the SEC registration fee and the FINRA filing fee.

	Amount Paid or
	to be Paid
SEC registration fee	$	49,910
FINRA filing fee		75,500
Stock exchange listing fees		*
Printing and engraving		*
Legal fees and expenses		*
Accounting fees and expenses		*
Blue sky fees and expenses		*
Transfer agent and registrar fees and expenses		*
Miscellaneous		*
Total	$	*

* To be filed by amendment.

Item 14.   Indemnification of directors and officers.

Section 102(b)(7) of the Delaware General Corporation Law, or the DGCL, provides that a corporation may eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (regarding, among other things, the payment of unlawful dividends), or (iv) for any transaction from which the director derived an improper personal benefit. The Registrant’s amended and restated certificate of incorporation includes a provision that eliminates the personal liability of directors for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by Delaware law.

In addition, the Registrant’s amended and restated certificate of incorporation also provides that the Registrant must indemnify its directors and officers to the fullest extent authorized by law. The Registrant is also expressly required to advance certain expenses to its directors and officers and to carry directors’ and officers’ insurance providing indemnification for its directors and officers for certain liabilities. The Registrant believes that these indemnification provisions and the directors’ and officers’ insurance are useful to attract and retain qualified directors and executive officers.

Section 145(a) of the DGCL empowers a corporation to indemnify any director, officer, employee, or agent, or former director, officer, employee, or agent, who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of his service as a director, officer, employee, or agent of the corporation, or his service, at the corporation’s request, as a director, officer, employee, or agent of another corporation or enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, provided that such director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with

II-1

respect to any criminal action or proceeding; provided that such director or officer had no reasonable cause to believe his conduct was unlawful.

Section 145(b) of the DGCL empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit; provided that such director or officer acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue, or matter as to which such director or officer shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such director or officer is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Notwithstanding the preceding sentence, except as otherwise provided in the bylaws, the Registrant is required to indemnify any such person in connection with a proceeding (or part thereof) commenced by such person only if the commencement of such proceeding (or part thereof) by any such person was authorized by the Registrant’s board of directors.

Item 15.   Recent sales of unregistered securities.

The Registrant is a Delaware corporation formed for the purpose of this offering and has not engaged in any business or other activities except in connection with its formation and the reorganization transactions described elsewhere in the prospectus that forms a part of this registration statement. In the three years preceding the filing of this registration statement, Swift Corporation issued the following securities that were not registered under the Securities Act of 1933, or the Securities Act.

On October 16, 2007, Swift Corporation granted 7.4 million stock options to employees at an exercise price of $12.50 per share. On August 27, 2008, Swift Corporation granted 1.0 million stock options to employees and nonemployee directors at an exercise price of $13.43 per share. On December 31, 2009, Swift Corporation granted 0.6 million stock options to employees at an exercise price of $6.89. Additionally, on February 25, 2010, Swift Corporation granted 1.8 million stock options to certain employees at an exercise price of $7.04 per share. The stock options described above were made under written compensatory plans or agreements in reliance on the exemption from registration pursuant to Rule 701 under the Securities Act or pursuant to Section 4(2) under the Securities Act.

Item 16.   Exhibits and financial statement schedules.

(a)   Exhibits.

Exhibit
Number			Exhibit Title
	1	.1	Form of Underwriting Agreement*
	2	.1	Certificate of Merger by and between Swift Corporation and Swift Holdings Corp.*
	3	.1	Amended and Restated Certificate of Incorporation of Swift Holdings Corp.*
	3	.2	Amended and Restated Bylaws of Swift Holdings Corp.*
	4	.1	Specimen Class A Common Stock Certificate of Swift Holdings Corp.*
	5	.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP*
	10	.1	Form of Swift Holdings Corp. Senior Secured Credit Facility*
	10	.2	Form of Registration Rights Agreement*
	10	.3	Purchase and Sale Agreement, dated July 30, 2008, among Swift Receivables Corporation II, Swift Transportation Corporation, Swift Intermodal Ltd., Swift Leasing Co., Inc. and Swift Receivables Corporation II

II-2

Exhibit
Number			Exhibit Title
	10	.4	Receivables Sales Agreement, dated July 30, 2008 and as amended on November 6, 2009, among Swift Receivables Corporation II, Swift Transportation Corporation, Morgan Stanley Senior Funding, Inc., Wells Fargo Foothill, LLC and General Electric Capital Corporation
	10	.5	2007 Swift Corporation Omnibus Incentive Plan, effective October 10, 2007
	10	.6	Form of Option Award Notice
	10	.7	Swift Corporation Retirement Plan, effective January 1, 1992
	10	.8	Swift Corporation Amended and Restated Deferred Compensation Plan, effective January 1, 2008
	10	.9	Swift Corporation 2010 Performance Bonus Plan, effective January 1, 2010
	21	.1	Subsidiaries of Swift Corporation
	23	.1	Consent of KPMG LLP
	23	.2	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)*
	24	.1	Powers of Attorney (included on signature page)

* To be filed by amendment

(b)  Financial statement schedules.

None.

Item 17.   Undertakings.

(1) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(2) The undersigned registrant hereby undertakes that:

(a) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(b) For the purpose of determining any liability under the Securities Act, each post effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona, on the 21^st day of July, 2010.

SWIFT HOLDINGS CORP.

By:  /s/  Jerry Moyes

Jerry Moyes

Chief Executive Officer

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jerry Moyes, Virginia Henkels and James Fry, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place, and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), the registration statement, any and all amendments (including post-effective amendments) to the registration statement and any and all successor registration statements of Swift Holdings Corp., including any filings pursuant to Rule 462(b) under the Securities Act of 1933 (the “Securities Act”), and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and anything necessary to be done to enable Swift Holdings Corp. to comply with the provisions of the Securities Act and all the requirements of the SEC as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature and Title	Date
/s/  Jerry Moyes Jerry Moyes Chief Executive Officer and Director (Principal executive officer)	July 21, 2010
/s/  Virginia Henkels Virginia Henkels Executive Vice President and Chief Financial Officer (Principal financial officer)	July 21, 2010
/s/  Cary M. Flanagan Cary M. Flanagan Vice President and Corporate Controller (Principal accounting officer)	July 21, 2010
/s/  Richard H. Dozer Richard H. Dozer Director	July 21, 2010
/s/  David Vander Ploeg David Vander Ploeg Director	July 21, 2010

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EXHIBIT INDEX

Exhibit
Number			Exhibit Title
	1	.1	Form of Underwriting Agreement*
	2	.1	Certificate of Merger by and between Swift Corporation and Swift Holdings Corp.*
	3	.1	Amended and Restated Certificate of Incorporation of Swift Holdings Corp.*
	3	.2	Amended and Restated Bylaws of Swift Holdings Corp.*
	4	.1	Specimen Class A Common Stock Certificate of Swift Holdings Corp.*
	5	.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP*
	10	.1	Form of Swift Holdings Corp. Senior Secured Credit Facility*
	10	.2	Form of Registration Rights Agreement*
	10	.3	Purchase and Sale Agreement, dated July 30, 2008, among Swift Receivables Corporation II, Swift Transportation Corporation, Swift Intermodal Ltd., Swift Leasing Co., Inc. and Swift Receivables Corporation II
	10	.4	Receivables Sales Agreement, dated July 30, 2008 and as amended on November 6, 2009, among Swift Receivables Corporation II, Swift Transportation Corporation, Morgan Stanley Senior Funding, Inc., Wells Fargo Foothill, LLC and General Electric Capital Corporation
	10	.5	2007 Swift Corporation Omnibus Incentive Plan, effective October 10, 2007
	10	.6	Form of Option Award Notice
	10	.7	Swift Corporation Retirement Plan, effective January 1, 1992
	10	.8	Swift Corporation Amended and Restated Deferred Compensation Plan, effective January 1, 2008
	10	.9	Swift Corporation 2010 Performance Bonus Plan, effective January 1, 2010
	21	.1	Subsidiaries of Swift Corporation
	23	.1	Consent of KPMG LLP
	23	.2	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)*
	24	.1	Powers of Attorney (included on signature page)

* To be filed by amendment

EX-10.3

Exhibit 10.3

PURCHASE AND SALE AGREEMENT

Dated as of July 30, 2008

among

SWIFT TRANSPORTATION CORPORATION,
AS ORIGINATOR AND A SELLER,

SWIFT INTERMODAL LTD. AND SWIFT LEASING CO., INC.
EACH AS A SELLER,

and

SWIFT RECEIVABLES CORPORATION II,
AS BUYER

          THIS PURCHASE AND SALE AGREEMENT dated as of July 30, 2008 (this “Agreement”) is among Swift Transportation Corporation, a Nevada corporation (“Originator”), Swift Intermodal Ltd. and Swift Leasing Co., Inc. (together with the Originator, the “Sellers”, and each a “Seller”), and Swift Receivables Corporation II, a Delaware corporation (“Buyer”). The parties agree as follows:

PRELIMINARY STATEMENTS

          Each Seller may own, and from time to time hereafter, will own, Receivables. The Originator owns a residual interest in Receivables transferred by the Existing Receivables Subsidiary to the Originator pursuant to the Assignment Agreement, which residual interest is being transferred and assigned by the Originator to the Buyer pursuant to the Contribution Agreement as the initial capital of the Buyer (the “Residual Interest”). Each Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase from each Seller, all of each Seller’s right, title and interest in and to the Receivables, together with the Related Security and Collections with respect thereto.

          Each Seller and Buyer intend that the transaction contemplated hereby be a true sale of the Receivables from each Seller to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and each Seller and Buyer does not intend this transaction to be characterized for any purpose as a loan from Buyer to the Sellers.

          Upon each purchase of Receivables from the Sellers, Buyer will sell undivided interests therein, and in the associated Related Security and Collections, pursuant to that certain Receivables Sale Agreement dated as of the date hereof (as the same may, from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Second Tier Agreement”) among (i) Buyer, (ii) Originator, as Initial Collection Agent, (iii) Wells Fargo Foothill, LLC, Morgan Stanley Senior Funding, Inc. and General Electric Capital Corporation, as Co-Collateral Agents, (iv) Wells Fargo Foothill, LLC, as Administrative Agent, (v) the Purchasers from time to time party thereto and (vi) Morgan Stanley Senior Funding, Inc., as Syndication Agent, Sole Bookrunner and Lead Arranger.

          SECTION 1. DEFINITIONS AND RELATED MATTERS.

          SECTION 1.1 Defined Terms. In this Agreement, unless otherwise specified or defined herein: (a) capitalized terms are used as defined in Schedule I to the Second Tier Agreement, as such agreement may be amended or modified from time to time; and (b) terms defined in Article 9 of the UCC and not otherwise defined herein are used as defined in such Article 9.

          In addition, the following terms will have the meanings specified below:

          “Available Funds” is defined in Section 2.3(b) hereof.

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          “Change in Law” means, the introduction of, or any change in or in the interpretation of, any law, treaty or governmental rule, regulation or order or the compliance with any guideline, request or directive from any Governmental Authority (whether or not having the force of law).

          “Closing Date” means the date on which this Agreement and the Second Tier Agreement become effective in accordance with their terms.

          “Contract” means a written agreement between any applicable Seller and an Obligor, or, in the case of any open account agreement, as evidenced by an invoice (x) setting forth the amount payable, the payment due date and other relevant terms of payment and a description, in reasonable detail, of the services covered thereby or (y) otherwise approved by the Administrative Agent in its discretion from time to time (which approval shall not be unreasonably withheld), in each case pursuant to or under which such Obligor shall be obligated to pay for services from time to time.

          “Excluded Losses” is defined in Section 7.1 hereof.

          “Initial Funding Date” means the date of the first purchase by Buyer from a Seller under this Agreement as approved by the Administrative Agent.

          “Lien” means any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the UCC or comparable law of any jurisdiction).

          “Permitted Lien” means (i) an inchoate tax, PBGC Lien or other Lien arising solely by operation of law, (ii) a Lien created by the Transaction Documents, (iii) a Lien in favor of a Lock-Box Bank in respect of a Lock-Box Account or (iv) a Lien in favor of a securities intermediary in respect of any securities account, or any securities entitlement therein, under the control (within the meaning of Section 9-104 of the UCC) of the Administrative Agent.

          “Receivables Activity Report” means a report prepared by a Seller, in form and substance reasonably satisfactory to the Buyer and the Administrative Agent, pursuant to Section 3.2(c).

          “Residual Interest” is defined in the Preliminary Statements hereof.

          “Settlement Period” means a calendar week (or, in the case of the first Settlement Period, the period from the Initial Funding Date to the end of the calendar week in which the Initial Funding Date occurs).

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          “Trigger Event” means that (x) the outstanding principal amount of the Subordinated Notes exceeds the value of Buyer’s interest in the Receivables (determined in accordance with GAAP), and (y) such condition has continued for five Business Days.

          SECTION 1.2 Other Interpretive Matters. In this Agreement, unless otherwise specified: (a) references to any Section or Annex refer to such Section of, or Annex to, this Agreement, and references in any Section or definition to any subsection or clause refer to such subsection or clause of such Section or definition; (b) “herein”, “hereof”, “hereto”, “hereunder” and similar terms refer to this Agreement as a whole and not to any particular provision of this Agreement; (c) “including” means including without limitation, and other forms of the verb “to include” have correlative meanings; (d) the word “or” is not exclusive; and (e) captions are solely for convenience of reference and shall not affect the meaning of this Agreement.

          SECTION 2. AGREEMENT TO CONTRIBUTE, PURCHASE AND SELL.

          SECTION 2.1 Purchase and Sale. On the terms and subject to the conditions set forth in this Agreement, each Seller hereby sells, transfers and assigns to Buyer, and Buyer hereby purchases from each Seller, all of each Seller’s right, title and interest in, to and under the Receivables and all proceeds thereof (including all Related Security and Collections with respect thereto), in each case whether now existing or hereafter arising or acquired.

          SECTION 2.2 Purchases. All of the Receivables, the Related Security and all related Collections existing at the opening of each Seller’s business on the Initial Funding Date are hereby sold to Buyer as of the Closing Date. After the Initial Funding Date, each Receivable, the Related Security and all related Collections shall be deemed to have been sold to Buyer immediately (and without further action by any Person) upon the creation of such Receivable. The proceeds with respect to each Receivable (including all Collections with respect thereto) shall be sold at the same time as such Receivable, whether such proceeds (or Collections) exist at such time or arise or are acquired thereafter.

          SECTION 2.3 Purchase Price. (a) The aggregate purchase price for the Receivables and the Related Security sold on the Initial Funding Date shall be such amount as agreed upon prior to the Initial Funding Date among the applicable Sellers and Buyer to be the fair market value of such Receivables on such date, which shall equal the excess of the (i) estimated aggregate outstanding balance of such Receivables over (ii) an amount agreed upon by Buyer and the applicable Seller in a commercially reasonable manner representing the uncertainty of payment and cost of purchase of such Receivables and the Related Security. The purchase price for Receivables subsequently sold during any Settlement Period shall be calculated in accordance with the provisions set forth in Exhibit A hereto.

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          (b) On the Initial Funding Date, Buyer shall pay the applicable Seller the purchase price for the Receivables, the Related Security and related Collections sold on that date; except that the Buyer may, with respect to any purchase, offset against such purchase price any amounts owed by such Seller to the Buyer hereunder and which remain unpaid. Unless all of the Sellers and the Buyer shall have otherwise agreed, cash payments of purchase price shall be allocated, first, to the purchase price in respect of the Receivables, Related Security and Collections sold by Sellers (if any) other than the Originator, ratably, and second, to the purchase price in respect of the Receivables, Related Security and Collections sold by the Originator. On each Business Day after the Initial Funding Date on which each Seller sells any Receivables and the Related Security and all related Collections to Buyer pursuant to the terms of Section 2.1, until the termination of the purchase and sale of Receivables and the Related Security and all related Collections under Section 6 hereof, Buyer shall pay to each applicable Seller the purchase price of such Receivables and the Related Security and all related Collections (i) by depositing into such account as Originator shall specify immediately available funds from monies then held by or on behalf of Buyer solely to the extent that such monies do not constitute Collections that are required to be identified or are deemed to be held by the Collection Agent pursuant to the Second Tier Agreement for the benefit of, or required to be distributed to, the Administrative Agent, the Co-Collateral Agents or the Purchasers pursuant to the Second Tier Agreement or required to be paid to the Collection Agent as the Collection Agent Fee, or otherwise necessary to pay current expenses of Buyer (in its reasonable discretion) (such available monies, the “Available Funds”) and provided that Originator has paid all amounts then due by Originator hereunder or (ii) by increasing the principal amount owed to the applicable Seller under the promissory note (each, as amended or modified from time to time, a “Subordinated Note”) executed and delivered by Buyer to the order of the applicable Seller as of the Initial Funding Date; provided that, unless all of the Sellers and the Buyer shall have otherwise agreed, increases to the principal amounts of the Subordinated Note issued to the Originator shall be made to the fullest extent necessary to pay the purchase price of Receivables, Related Security and Collections sold by such Originator before any increase shall be made to the principal amount of the Subordinated Notes issued to the Sellers other than the Originator that is necessary to pay the purchase price of Receivables, Related Security and Collections sold by the other Sellers other than the Originator; provided, further, that the Buyer may not pay the purchase price by means of an increase to the principal amount of any Subordinated Note to the extent that, as a result thereof (and after giving effect thereto), the Buyer’s net worth (calculated after giving effect to all such purchases and all increases to the principal amount of any Subordinated Note to be made on such date) would be less than 6.0% of the aggregate outstanding principal amount of all Receivables purchased or purported to be purchased by the Buyer hereunder. To the extent that the Buyer shall at any time be unable to pay the purchase price in respect of a purchase of Receivables, Related Security and Collections from the Originator as set forth in the preceding sentence, then the Originator shall be automatically deemed to have made a capital contribution to the Buyer of the Receivables, Related Security and Collections which are the subject of such purchase to the extent that the purchase price for such Receivables, Related Security and Collections

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is not paid for in cash or by means of an increase in the aggregate outstanding balance under the Subordinated Note issued to the Originator. The outstanding principal amount owed to each Seller under a Subordinated Note may be reduced from time to time as provided in Section 3.2 hereof or by payments made by Buyer from Available Funds, provided that the applicable Seller has paid all amounts then due by such Seller hereunder. Each Seller shall make all appropriate record keeping entries with respect to amounts due to such Seller under the applicable Subordinated Note to reflect payments by Buyer thereon and increases of the principal amount thereof, and each Seller’s books and records shall constitute rebuttable presumptive evidence of the principal amount of and accrued interest owed to such Seller under such Subordinated Note. The Subordinated Notes shall bear interest for each day at the Prime Rate, less one percent (1%).

          (c) It shall be a condition precedent to the Buyer’s obligation to make the initial purchase of the Receivables, Related Security and Collections on the Initial Funding Date that all conditions precedent set forth in Section 7.1 of the Second Tier Agreement shall have been satisfied or waived. In addition, it shall be a condition precedent to the Buyer’s obligation to make any purchase of the Receivables, Related Security and Collections hereunder (including the initial purchase of the Receivables, Related Security and Collections on the Initial Funding Date) that (i) the representations and warranties of the applicable Seller contained in Section 4.2 are correct in all material respects as to it and as to the Receivables, Related Security and Collections purchased from it on and as of such day as though made on and as of such date and (ii) no event has occurred and is continuing, or would result from such purchase, which constitutes an Termination Event or Potential Termination Event. Each Seller, by accepting the proceeds of the purchase price for a purchase of the Receivables, Related Security and Collections hereunder, shall be deemed to have certified to the Buyer the satisfaction of the conditions precedent described in the immediately preceding sentence.

          (d) Upon the payment of the purchase price for any purchase of the Receivables, Related Security and Collections hereunder (whether in cash, by an increase in the principal balance under the applicable Subordinated Note or by a contribution to capital pursuant to Section 2.3(b)), title to the Receivables, Related Security and Collections included in such purchase shall vest in the Buyer, whether or not the conditions precedent to such purchase described in Section 2.3(c) above were in fact satisfied; provided, however, that the Buyer shall not be deemed to have waived any claim it may have under this Agreement for the failure by the applicable Seller in fact to satisfy any such condition precedent.

          (e) The indebtedness of the Buyer under each Subordinated Note shall be subordinated to the prior right and payment in full of any obligations of the Buyer arising under the Second Tier Agreement. On each Payment Date in respect of Yield, each Seller shall determine the net increase or the net reduction in the outstanding principal amount of the Subordinated Note issued to such Seller occurring during the immediately preceding calendar month and shall account for such net increase or net reduction in its books and records.

6

          (f) Notwithstanding anything to the contrary herein, with respect to any Seller other than the Originator, such Seller will distribute to the Originator all Receivables, Related Security and Collections that such Seller would otherwise sell to the Buyer, and the Originator will sell or contribute, as applicable, those Receivables, Related Security and Collections to the Buyer in accordance with the provisions hereof, to the extent that such Seller could not be compensated by the Buyer for the transfer of such Receivables, Related Security and Collections in cash or advances under the Subordinated Note payable to such Seller pursuant to the provisions of Section 2.3(b).

          SECTION 2.4 No Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the purchase and sale of the Receivables, the Related Security and all related Collections under this Agreement shall be without recourse to the applicable Seller. The Sellers and Buyer intend the transactions hereunder to constitute true sales of the Receivables (together with all Related Security and all related Collections) by each Seller to Buyer, and that this transaction shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sale is absolute and irrevocable, and provides Buyer with the full risks and benefits of ownership of the Receivables (together with all Related Security and related Collections) such that the Receivables (together with all Related Security and all related Collections) would not be property of the applicable Seller’s estate in the event of the applicable Seller’s bankruptcy. If, however, despite the intention of the parties, the conveyances provided for in this Agreement are determined not to be “True Sales” of the Receivables (together with all Related Security and all related Collections) from the applicable Seller to Buyer, then this Agreement shall also be deemed to be a “Security Agreement” within the meaning of Article 9 of the UCC and each Seller hereby grants to Buyer a “Security Interest” within the meaning of Article 9 of the UCC in all of the applicable Seller’s right, title and interest in and to the Receivables, Related Security and Collections, now existing and thereafter created, to secure a loan in an amount equal to the aggregate purchase prices therefor and each of the applicable Seller’s other payment obligations under this Agreement. Buyer shall not have any obligation or liability with respect to any Receivable, nor shall Buyer have any obligation or liability to any Obligor or other customer or client of the applicable Seller (including any obligation to perform any of the obligations of the applicable Seller under any Receivable).

          SECTION 2.5 Transfer of Records. In connection with the purchase of the Receivables, the Related Security and all related Collections hereunder and the transfer of the Residual Interest pursuant to the Contribution Agreement, each Seller hereby sells, transfers, assigns and otherwise conveys to Buyer all of such Seller’s right and title to and interest in the Records relating to the Residual Interest and all Receivables sold hereunder, without the need for any further documentation in connection with any purchase of Receivables, subject, however, to the requirements of A.R.S. §6-1401 et seq., to which each Seller agrees to comply. In connection with such transfer, each Seller hereby grants to each of Buyer, the Administrative Agent and the Collection Agent an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Seller to account for the Receivables, to the extent

7

necessary to administer the Receivables, whether such software is owned by such applicable Seller or is owned by others and used by such applicable Seller under license agreements with respect thereto, provided that should the consent of any licensor of a Seller to such grant of the license described herein be required, such Seller hereby agrees that it will use its reasonable efforts to obtain the consent of such third party licensor. The license granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates in accordance with its terms.

          The Sellers shall (i) take such action requested by Buyer and/or the Co-Collateral Agents or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assignees under the Second Tier Agreement have an enforceable ownership interest in the Records relating to the Residual Interest and the Receivables purchased from the Sellers, subject, however, to the requirements of A.R.S. §6-1401 et seq., to which each Seller agrees to comply and (ii) use their reasonable efforts to ensure that Buyer, the Co-Collateral Agents, the Administrative Agent and the Collection Agent each have an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for the Receivables and/or to recreate such Records.

          SECTION 2.6 Transfer of Lock-Boxes. The Originator hereby grants to the Buyer all of the Originator’s right, title and interest in, to and under the Lock-Boxes, the Lock-Box Accounts and the Lock-Box Agreements.

          SECTION 3. ADMINISTRATION AND COLLECTION.

          SECTION 3.1 Originator to Act as Collection Agent. Notwithstanding the sale of the Receivables, the Related Security and all related Collections pursuant to this Agreement and the transfer of the Residual Interest pursuant to the Contribution Agreement, the Originator shall continue to be responsible for the servicing, administration and collection of the Receivables, all on the terms set out in (and subject to any rights to terminate Originator as Collection Agent pursuant to) the Second Tier Agreement.

          SECTION 3.2 Deemed Collections.

          (a) If on any day the outstanding balance of a Receivable is reduced or cancelled as a result of any defective or rejected services or damaged or missing cargo, any cash discount or adjustment (including any adjustment resulting from the application of any special refund or other discounts or any reconciliation), any setoff or credit (whether such claim or credit arises out of the same, a related, or an unrelated transaction) or other similar reason not arising from the financial inability of the Obligor to pay undisputed indebtedness, (i) the applicable Seller shall be deemed to have received on such day a Collection on such Receivable in the amount of such reduction or cancellation and (ii) such Receivable shall thereupon be, or be deemed to be reconveyed to the applicable Seller, subject to satisfaction of Section 3.2(b). If on any day any representation, warranty, covenant or other agreement of a Seller related to a Receivable

8

is not true or is not satisfied on such day (or if any such representation or warranty is made as of another day, then on such other day), (i) the applicable Seller shall be deemed to have received on such day a Collection in the amount of the outstanding balance of such Receivable and (ii) such Receivable shall thereupon be, or be deemed to be, reconveyed to the applicable Seller, subject to satisfaction of Section 3.2(b).

          (b) Not later than the next succeeding Business Day (commencing with the first such date to occur subsequent to the Closing Date), to the extent that a Seller is deemed at any time pursuant to this Section 3.2 to have received any Collections, such Seller shall transfer to Buyer, in immediately available funds, or by setoff or adjustment of accounts between such Seller and Buyer by way of a credit in favor of Buyer, the amount of any such Deemed Collections received at any such time; provided, however, that if no such payment or adjustment is required under the Second Tier Agreement, Buyer and such Seller may agree to reduce the outstanding principal amount of the applicable Subordinated Note in lieu of all or part of such transfer. To the extent that Buyer subsequently collects any payment with respect to any such Receivable, Buyer shall pay the applicable Seller an amount equal to the amount so collected, or an appropriate adjustment of the accounts between the applicable Seller and Buyer, in favor of such Seller, shall be made, not later than the Business Day following the day on which Buyer has so collected any such Receivable.

          (c) If requested by the Buyer, the Administrative Agent or the Co-Collateral Agents at least 10 Business Days before any Payment Date in respect of Yield, the Buyer’s Collection Agent shall, at least two Business Days before such date, prepare and forward to the Buyer and the Administrative Agent a Receivables Activity Report of the Buyer’s Collection Agent, as of the close of business of the Buyer’s Collection Agent on the last day of the immediately preceding Yield Period, setting forth the calculation of the actual purchase price for each Receivable, Related Security and Collections sold, transferred and assigned during such Yield Period, and the reconciliation of how the purchase price has been paid reflecting the cash advanced from the Buyer to each Seller during such Yield Period, the adjustments to and current balance, if any, due from the Buyer to each Seller under the applicable Subordinated Note and the amount of any capital contribution pursuant to Section 2.3(b), and the amount of additional cash, if any, to be paid by the Buyer to each Seller on such Payment Date in respect of Yield.

          SECTION 3.3 Application of Collections. Any payment by an Obligor in respect of any indebtedness owed by it to a Seller shall, except as otherwise specified by such Obligor (including by reference to a particular invoice), or required by the related Contracts or law, be applied, first, as a Collection of any Receivable or Receivables then outstanding of such Obligor in the order of the age of such Receivables, starting with the oldest of such Receivables, and, second, to any other indebtedness of such Obligor to the applicable Seller.

          SECTION 3.4 Responsibilities of Each Seller. Each Seller shall pay when due all Taxes payable in connection with the Receivables or their creation or satisfaction. Each Seller shall perform all of its obligations under agreements related to

9

the Receivables to the same extent as if interests in the Receivables had not been transferred hereunder. The Co-Collateral Agents’, the Administrative Agent’s or any Purchaser’s exercise of any rights hereunder or under the Second Tier Agreement shall not relieve the Sellers from such obligations. Neither the Co-Collateral Agents, the Administrative Agent nor any Purchaser shall have any obligation to perform any obligation of a Seller or any other obligation (other than the obligation to act in good faith and with commercial reasonableness) or liability in connection with the Receivables.

          SECTION 3.5 Payments and Computations, Etc.

          (a) All amounts to be paid or deposited by Originator hereunder shall be paid or deposited no later than 10:00 A.M. (California time) on the day when due in same day funds to the account designated by the Administrative Agent.

          (b) Each Seller shall, to the extent permitted by law, pay to the Buyer interest on any amount not paid or deposited by such Seller when due hereunder at an interest rate per annum equal to the Prime Rate plus 2%, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by applicable law.

          (c) All computations of interest and all computations of fees hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such payment or deposit.

          (d) Each Seller hereby irrevocably and unconditionally waives and relinquishes to the fullest extent it may legally do so (i) any express or implied vendor’s lien, and any other Lien (which would otherwise be imposed on or affect any Receivable, Related Security or Collections), on account of any unpaid amount of such Seller’s purchase price therefor or on account of any other unpaid amounts otherwise payable by the Buyer under or in connection with this Agreement or the Subordinated Note payable to the order of such Seller or otherwise and (ii) with respect to the obligations of such Seller to make payments or deposits under this Agreement (including, without limitation, payments under Sections 3.2 and 7.1), any setoff, counterclaim, recoupment, defense and other right or claim which such Seller may have against the Buyer as a result of or arising out of the failure of the Buyer to pay any amount on account of such Seller’s purchase price under Section 2 or any other amount payable by the Buyer to such Seller under this Agreement or the Subordinated Note payable to the order of such Seller or otherwise.

          SECTION 4. REPRESENTATIONS AND WARRANTIES.

          SECTION 4.1 Mutual Representations and Warranties. Each Seller and Buyer, as of the date hereof and each date on which Receivables are transferred hereunder, represents and warrants as follows:

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          (a) Existence and Power It is a corporation, duly organized, validly existing and in good standing under the laws of its state of organization and has all company power and authority and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is now conducted, except where failure to obtain such license, authorization, consent or approval would not have a Material Adverse Effect on (i) its ability to perform its obligations under, or the enforceability of, any Transaction Document to which it is a party, (ii) its business or financial condition, (iii) the interests of Buyer or its assigns under the Transaction Documents or (iv) the enforceability or collectibility of a material portion of the Receivables.

          (b) Authorization and Contravention. Its execution, delivery and performance of each Transaction Document to which it is a party (i) are within its powers, (ii) have been duly authorized by all necessary company action, (iii) do not contravene or constitute a default under: (A) any applicable law, rule or regulation, (B) its charter or by-laws or (C) any material agreement, order or other instrument to which it is a party or its property is subject and (iv) will not result in any Lien on any Receivable, Related Security or Collection or give cause for the acceleration of any of its indebtedness.

          (c) No Consent Required. Other than the filing of financing statements no approval, authorization or other action by, or filings with, any Governmental Authority or other Person is required in connection with the execution, delivery and performance by it of any Transaction Document to which it is a party or any transaction contemplated thereby.

          (d) Binding Effect. Each Transaction Document to which it is a party constitutes the legal, valid and binding obligation of such Person enforceable against that Person in accordance with its terms, except as limited by bankruptcy, insolvency, or other similar laws of general application relating to or affecting the enforcement of creditors’ rights generally and subject to general principles of equity.

          (e) Designation of Buyer as “Receivables Subsidiary”, Etc. The Buyer has been properly designated as a “Receivables Subsidiary” under and as defined in the Credit Agreement and the Indentures. The transactions contemplated by this Agreement and the other Transaction Documents, including, without limitation, the sales of Receivables, Related Security and Collections made by the Sellers to the Buyer from time to time pursuant to this Agreement, constitute “Qualified Receivables Transactions” under and as such term is defined in the Credit Agreement and the Indentures.

          SECTION 4.2 Additional Representations by Each Seller. Each Seller further represents and warrants, as of the date hereof and each date on which Receivables are transferred hereunder, to Buyer and the Administrative Agent as follows:

          (a) Accuracy of Information. All information furnished by each Seller or any of its Affiliates to the Buyer, the Purchasers, the Administrative Agent or the

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Co-Collateral Agents in connection with any Transaction Document, or any transaction contemplated thereby, is true and accurate in all material respects (and is not incomplete by omitting any information necessary to prevent such information from being materially misleading).

          (b) No Actions, Suits. Except as disclosed on Schedule III attached to the Second Tier Agreement or in financial statements and/or notices delivered on or prior to the date hereof, there are no actions, suits or other proceedings (including matters relating to environmental liability) pending or threatened against or affecting the Seller or any of its properties, that (i) if adversely determined, in the aggregate, may have a Material Adverse Effect on the Seller or on the collectibility of a material portion of the Receivables or (ii) involve any Transaction Document or any transaction contemplated thereby. The Seller is not in default of any contractual obligation or in violation of any order, rule or regulation of any Governmental Authority, which default or violation may have a Material Adverse Effect.

          (c) Material Adverse Effect. There has been no event or circumstance since December 31, 2007, that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

          (d) Accuracy of Exhibits. All information on Exhibits D and E of the Second Tier Agreement (to the extent describing the applicable Seller) is true and complete, subject to any changes permitted by, and notified to the Administrative Agent and the Co-Collateral Agents in accordance with the Second Tier Agreement.

          (e) Transfer. (i) Immediately prior to each sale, transfer, contribution and/or assignment by such Seller of any Residual Interest, Receivables, Related Security or Collections to the Buyer, such Seller is the legal and beneficial owner of such Residual Interest, Receivables, Related Security or Collections (as applicable), free and clear of any Lien (other than Permitted Liens and Liens, if any, created pursuant to the Transaction Documents).

               (ii) Upon each sale, transfer, contribution and/or assignment by such Seller of any Residual Interest, Receivables, Related Security or Collections to the Buyer, such Seller shall transfer to the Buyer making such acquisition (and such Buyer shall acquire), a valid interest in the such Residual Interest, Receivables, Related Security or Collections (as applicable), free and clear of any Lien (other than Permitted Liens), which interest shall be a perfected first priority ownership or security interest upon the filing of the financing statements referred to in the Second Tier Agreement.

               (iii) The purchase price payable to such Seller on the date of each purchase of the Receivables, Related Security or Collections hereunder constitutes fair consideration and approximates fair market value for the Receivables, Related Security or Collections, and the terms and conditions (including the purchase price therefor, and the terms of the applicable Subordinated Note, if applicable) of the sale, transfer and assignment of such Receivables, Related Security or Collections pursuant to

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Section 2 reasonably approximate an arm’s-length transaction between unaffiliated parties. Each such purchase has been or will be made for “reasonably equivalent value” (as such term is defined in Section 548 of the Bankruptcy Code). No such sale, transfer or assignment has been made for or on account of an antecedent debt owed by such Seller to the Buyer and no such sale, transfer or assignment is or may be voidable or subject to avoidance under any section of the Bankruptcy Code.

          (f) Use of Proceeds. No proceeds of any sale, transfer and/or assignment by such Seller of any Receivables, Related Security or Collections hereunder will be used to acquire any security in any transaction which is subject to Sections 13 and 14 of the Securities Exchange Act of 1934 (unless such transaction shall have been approved by the board of directors (or comparable governing body) of the issuer of such security) or used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose which entails a violation of the provisions of the Regulations of the Board, including Regulation U or X thereof.

          (g) Reserved.

          (h) Records. The jurisdiction of incorporation and organizational identification number (if any) of such Seller are as set forth in Exhibit D of the Second Tier Agreement.

          (i) Lock-Box Banks and Accounts. The names and addresses of all the Lock-Box Banks, together with the lock-box numbers related to, and the account numbers and owners of, the Lock-Box Accounts of such Seller at such Lock-Box Banks, are specified in Exhibit E of the Second Tier Agreement. Except pursuant to the Lock-Box Agreements, such Seller has not granted any Person dominion or control of any Lock-Box Account, or the right to take dominion or control over any Lock-Box Account at a future time or upon the occurrence of a future event.

          (j) Receivables Assets. No effective financing statement or other instrument similarly in effect covering the Residual Interest, any Contract, or any Receivable, Related Security or Collections with respect thereto is on file in any recording office, except those filed in favor of the Administrative Agent and the Buyer relating to this Agreement and in favor of the Administrative Agent relating to the Second Tier Agreement.

          (k) Taxes. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each of such Seller and each of its Subsidiaries has (x) timely filed all tax returns required to be filed and all such tax returns are true and correct, (y) timely paid all Taxes levied or imposed upon it or its properties (whether or not shown on a tax return), and (z) satisfied all of its Tax withholding obligations; (ii) there are no current, pending or threatened audits, examinations or claims with respect to Taxes of any Swift Entity and (iii) such Seller has not in the three years prior to the date hereof participated in a listed transaction within the meaning of Treasury Regulation Section 1.6011-4.

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          (l) Financial Statements. (i) The audited financial statements (including the consolidated balance sheet, consolidated statement of income and retained earnings and statement of cashflows) of Parent and its Subsidiaries for the fiscal year ended December 31, 2007 and for the first and second fiscal quarters of 2008 and the unaudited financial statements of the Existing Receivables Subsidiary for the fiscal year ended December 31, 2007 and for the first fiscal quarter of 2008, a copy of each of which has been furnished to the Administrative Agent and the Co-Collateral Agents for distribution to the Purchasers, have been prepared in good faith and present in all material respects the financial position of the relevant Swift Entities as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years or quarters, as applicable, except as otherwise expressly noted therein. During the period from December 31, 2007 to and including the Closing Date, there has been (i) no sale, transfer or other disposition by the Parent or any of its Subsidiaries of any material part of the business or property of the Parent or any of its Subsidiaries, taken as a whole, and (ii) no purchase or other acquisition by the Parent or any of its Subsidiaries of any business or property (including any equity interests of any other Person) material in relation to the consolidated financial position of the Parent and its Subsidiaries, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Purchasers prior to the Closing Date.

               (ii) The forecasts of consolidated balance sheets, consolidated statements of income and retained earnings and statements of cashflow of the Parent and its Subsidiaries which have been furnished to the Administrative Agent and the Co-Collateral Agents prior to the Closing Date have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts.

          (m) ERISA Compliance. (i) Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other Federal or state laws.

               (ii) No ERISA Event has occurred or is reasonably expected to occur and neither such Seller nor any of its Subsidiaries nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 3.01(o), as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

               (iii) Except where noncompliance could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, and

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(ii) neither any party to the Transaction Documents nor any Subsidiary has incurred any obligation in connection with the termination of or withdrawal from any Foreign Plan.

          (n) Credit and Collection Policy. If applicable, such Seller has complied with the Credit and Collection Policy in all material respects and since the date of this Agreement there has been no change in the Credit and Collection Policy except as permitted hereunder. Such Seller has not extended or modified the terms of any Receivable or any Contract, except in accordance with the Credit and Collection Policy.

          (o) Margin Regulations; Investment Company Act. Such Seller and each of its Subsidiaries is not engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. None of such Seller or any of its Affiliates is or is required to be registered as an investment company under the Investment Company Act of 1940.

          (p) Insurance. Schedule I hereto sets forth a description of all insurance maintained by or on behalf of such Seller as of the Closing Date. As of the Closing Date, all premiums in respect of such insurance currently due have been paid.

          (q) Labor Matters. As of the Closing Date, there are no strikes, lockouts or slowdowns against such Seller and its Subsidiaries pending or, to the knowledge of such Seller, threatened.

          (r) Solvency. As of the Closing Date, such Seller and each of its Subsidiaries, taken as a whole, are Solvent.

          (s) Eligible Receivables. Each Receivable which the Buyer or the Buyer’s Collection Agent has identified as comprising part of the Eligible Receivable Balance as of the date of any calculation of the Sold Interest as part of the Eligible Receivable Balance in a Periodic Report was an Eligible Receivable as of the date of such calculation.

          (t) Anti-Terrorism Laws. Such Seller (i) is not, and is not controlled by or is acting on behalf of, a Terrorism Party; (ii) has not received funds or other property from a Terrorism Party; (iii) is not in breach of or is the subject of any action or investigation under any Anti-Terrorism Law and (iv) has taken reasonable measures to ensure compliance with the Anti-Terrorism Laws.

          (u) All Receivables of Seller. The Receivables sold by such Seller to the Buyer in accordance with the terms of this Agreement constitute all accounts receivable owned by such Seller.

          SECTION 5. GENERAL COVENANTS.

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          SECTION 5.1 Covenants. Each Seller hereby covenants and agrees to comply with the following covenants and agreements, unless Buyer (with the written consent of the Administrative Agent and the Co-Collateral Agents) shall otherwise consent:

          (a) Financial Reporting. Each Seller will, and will cause each Swift Entity to, maintain a system of accounting established and administered in accordance with GAAP and will furnish to Buyer, the Administrative Agent and the Co-Collateral Agents for distribution to the Purchasers (unless such information has been delivered pursuant to the Second Tier Agreement):

               (i) During the existence of a Trigger Event, within 30 days after the end of each month, unaudited consolidated financial statements (which shall include a balance sheet and income statement, as well as statements of stockholder’s equity and cash flow) showing the financial condition and results of operation of the Originator and its consolidated Subsidiaries as of the end of and for such fiscal month, in each case certified by a Designated Financial Officer of the Originator as being the same monthly financial statements generated in accordance with the Originator’s normal procedures and submitted to management of the Originator. The Buyer, the Administrative Agent, the Co-Collateral Agents and the Purchasers acknowledge that any monthly unaudited consolidated financial statements furnished pursuant to this Section will not be accompanied by the footnotes and other disclosures that would be necessary for fair presentation in accordance with GAAP.

               (ii) Within 90 days after each fiscal year of the Parent, copies of its annual audited financial statements (including a consolidated balance sheet, consolidated statement of income and retained earnings and statement of cash flows, with related footnotes, but without qualification or exception) certified by independent certified public accountants satisfactory to the Co-Collateral Agents, prepared on a consolidated basis in conformity with GAAP as of the close of such fiscal year for the fiscal year then ended, together with a certificate of a Designated Financial Officer stating that such financial statements present fairly, in all material respects, the financial position of the Parent and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes that shall have been disclosed in the notes to the financial statements) and that, to the best knowledge of such Designated Financial Officer after due inquiry, no Termination Event or Potential Termination Event has occurred and is continuing;

               (iii) Beginning with the second quarter of 2008, within 45 days after each (except the last) fiscal quarter of each fiscal year of the Parent, copies of its unaudited financial statements (including at least a consolidated balance sheet as of the close of such quarter and statements of earnings and sources and applications of funds for the period from the beginning of the fiscal year to the close of such quarter) certified by a Designated Financial Officer and prepared in a manner consistent with the financial statements described in Section 5.l(a)(ii), together with a certificate of a Designated

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Financial Officer stating that such financial statements present fairly, in all material respects, the financial position of the Parent and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior quarters (except for changes that shall have been disclosed in the notes to the financial statements) and that, to the best knowledge of such Designated Financial Officer after due inquiry, no Termination Event or Potential Termination Event has occurred and is continuing;

               (iv) Promptly upon becoming available, a copy of each Annual Report, Quarterly Report and Current Report provided by or on behalf of the Swift Entities or their Affiliates to the lenders under the Credit Agreement;

               (v) Promptly upon becoming available, a copy of each report or proxy statement filed by the Parent with the Securities Exchange Commission or any securities exchange; and

               (vi) Promptly, from time to time, such other information regarding the operations, business affairs and financial condition of each Swift Entity and, to the extent reasonably available, its Affiliates as may be requested by the Co-Collateral Agents, the Administrative Agent or any Purchaser.

          (b) Notices. Promptly and in any event within three days upon becoming aware of any of the following, each Seller will notify Buyer and the Administrative Agent and provide a description of:

               (i) Termination Event and Trigger Event. The occurrence or existence of (i) any Trigger Event or (ii) any Potential Termination Event or Termination Event, specifying the nature and extent thereof and the action (if any) which is proposed to be taken with respect thereto;

               (ii) Representations and Warranties. The failure of any representations or warranty herein to be true (when made or at any time thereafter) in any material respect;

               (iii) Downgrading. The downgrading, withdrawal or suspension of any rating by any rating agency of any indebtedness of the applicable Seller or the Parent or any of its Subsidiaries;

               (iv) Litigation. The institution of any litigation, arbitration proceeding or governmental proceeding that could result in a liability in excess of the Threshold Amount to any Swift Entity or that could impair the collectibility or quality of a material portion of the Receivables, the Related Security or the Collections

               (v) ERISA. Except as would not reasonably be expected to result in a Material Adverse Effect, any member of the ERISA group (A) giving or being required to give notice to the PBGC of any reportable event (as defined in Section 4043

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of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or such member of the ERISA group knowing that the plan administrator of any Plan has given or is required to give notice of any such reportable event, and such notice to the Administrative Agent and the Co-Collateral Agents shall attach a copy of the notice of such reportable event given or required to be given to the PBGC; (B) receiving notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, and such notice to the Administrative Agent and the Co-Collateral Agents shall attach a copy of such notice; (C) receiving notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, and such notice to the Administrative Agent and the Co-Collateral Agents shall attach a copy of such notice; (D) applying for a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code, and such notice to the Administrative Agent and the Co-Collateral Agents shall attach a copy of such application; (E) giving notice of intent to terminate any Plan under Section 4041(c) of ERISA, and such notice to the Administrative Agent and the Co-Collateral Agents shall attach a copy of such notice and other information filed with the PBGC; (F) giving notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, and such notice to the Administrative Agent and the Co-Collateral Agents shall attach a copy of such notice; or (G) failing to make any payment or contribution to any Plan or Multiemployer Plan or making any amendment to any Plan which has resulted or could result in the imposition of a Lien or the posting of a bond or other security, and such notice to the Administrative Agent and the Co-Collateral Agents shall attach a certificate of the Originator’s chief financial officer or chief accounting officer setting forth details as to such occurrence and the action, if any, which the Originator or applicable member of the ERISA group is required or proposes to take;

               (vi) Judgments. The entry of any judgment or decree against any Seller or other Swift Entity if the aggregate amount of all judgments then outstanding against the Sellers and the Swift Entities exceeds the Threshold Amount.

               (vii) Information Regarding Such Seller. Within 20 days following any change in such Seller’s (i) name, (ii) form of organization, (iii) jurisdiction of organization, (iv) organizational number or (v) federal taxpayer identification number.

               (viii) Material Adverse Effect. Any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect.

               (ix) Change in Business. Any change in, or proposed change in, the character of any Swift Entity’s business that has impaired or could reasonably be expected to impair the collectibility or quality of a material portion of the Receivables, the Related Security or the Collections.

               (x) Other. Promptly, from time to time, such other information, documents, records or reports respecting this Agreement or the other

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Transaction Documents, or any other Receivables, Related Security and Collections or the condition or operations, financial or otherwise, of such Seller as the Buyer, the Administrative Agent or the Co-Collateral Agents may from time to time reasonably request.

          (c) Conduct of Business. The Seller will perform all actions necessary to remain duly incorporated, validly existing and in good standing in its jurisdiction of incorporation and to maintain all requisite authority to conduct its business in each jurisdiction in which it conducts business.

          (d) Compliance with Laws. The Seller will comply with all laws, regulations, judgments and other directions or orders imposed by any Governmental Authority to which the Seller or any Receivable, any Related Security or Collection may be subject.

          (e) Keeping Records. (i) Each Seller shall have and maintain (A) administrative and operating procedures (including an ability to recreate Records if originals are destroyed), (B) adequate facilities, personnel and equipment and (C) all Records and other information necessary or advisable for collecting the Receivables (including Records adequate to permit the immediate identification of each new Receivable and all Collections of, and adjustments to, each existing Receivable). Such books and records shall be marked in accordance with Section 9.4(a) to indicate the transfers of all Receivables, Related Security and Collections hereunder. Each Seller shall give Buyer prior notice of any material change in such administrative operating procedures.

               (ii) Each Seller shall, at all times from and after the date hereof, create a legend screen which automatically appears on its computer when its accounts receivable software program is accessed from any computer which conspicuously describes Buyer’s interest in the Receivables, the Related Security and the Collections, and shall clearly and conspicuously mark any other master accounts receivable books and records which it maintains, if any, in order to reflect Buyer’s interest in the Receivables.

          (f) Perfection. (i) Each Seller will at its expense, promptly execute and deliver all instruments and documents and take all action necessary or requested by the Buyer (including the execution and filing of financing or continuation statements, amendments thereto or assignments thereof) to enable the Buyer to exercise and enforce all its rights against the Residual Interest, the Receivables, the Related Security and all related Collections and to vest and maintain vested in the Buyer a valid, first priority perfected security interest in the Residual Interest, the Receivables, the Related Security and the Collections, and proceeds thereof free and clear of any Lien (and a perfected ownership interest in the Receivables, the Related Security and the Collections to the extent of the Sold Interest). To the extent permitted by applicable law, the Buyer will be permitted to sign and file any continuation statements, amendments thereto and assignments thereof without the Buyer’s signature.

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               (ii) The Buyer will not change its name, identity or corporate structure or relocate its chief executive office or the Records except after 30 days advance notice to the Buyer and the delivery to the Buyer of all financing statements, instruments and other documents (including direction letters) requested by the Buyer.

               (iii) The chief executive offices of Swift Transportation Corporation, Swift Leasing Co., Inc. and Swift Intermodal Ltd. will at all times be located in the State of Arizona.

               (iv) The Originator will at all times be organized under the laws of the State of Nevada. Swift Intermodal Ltd., and Swift Leasing Co., Inc. will at all times be organized under the laws of the State of Nevada and the State of Arizona, respectively.

          (g) Payments on Receivables, Accounts. Each Seller will at all times instruct all Obligors to deliver payments on the Receivables to a Lock-Box Account. If any such payments or other Collections are received by a Seller, it shall hold such payments in trust for the benefit of the Buyer and promptly (but in any event within one Business Day after receipt) remit such funds at the written direction of the Administrative Agent.

          (h) Deposits to Lock-Box Accounts. The Sellers shall not deposit or otherwise credit, or cause or grant permission to be so deposited or credited, to any Lock-Box Account cash or cash proceeds other than Collections.

          (i) Sales and Liens Relating to Receivables. Except as otherwise provided herein, the Sellers will not (by operation of law or otherwise) dispose of or otherwise transfer, or create or suffer to exist any Lien upon, any Receivable or any proceeds thereof.

          (j) Extension or Amendment of Receivables. Except as otherwise permitted in the Second Tier Agreement and then subject to Section 1.5 of the Second Tier Agreement, the Sellers will not extend, amend, rescind or cancel any Receivable.

          (k) Performance of Duties. Each Seller will perform its duties or obligations in accordance with the provisions of each of the Transaction Documents to which it is a party. Each Seller (at its expense) will (i) fully and timely perform in all material respects all agreements, if any, required to be observed by it in connection with each Receivable, (ii) comply in all material respects with, and originate and service the Receivables in accordance with, the Credit and Collection Policy, and (iii) refrain from any action that may impair the rights of Buyer in the Residual Interest, the Receivables, the Related Security, the Collections or the Lock-Box Accounts.

          (l) Organizational Documents; Change of Name, Change of Business, Etc.

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               (i) The Seller will only change its name, identity or corporate structure or relocate its chief executive office or the Records following 30 days advance notice to the Administrative Agent and the Co-Collateral Agents and the delivery to the Administrative Agent and the Co-Collateral Agents of all financing statements, instruments and other documents (including direction letters) requested by the Administrative Agent or the Co-Collateral Agents.

               (ii) The Seller will not cause or permit the Buyer’s organizational documents to be amended, supplemented or otherwise modified without the written consent of the Administrative Agent (not to be unreasonably withheld or delayed).

               (iii) The Seller will not make any material change in the character of its business.

          (m) Accounting. The Seller shall not prepare any financial statements which shall account for the transactions contemplated hereby in any manner other than the sale of the Receivables, Related Security and Collections by such Seller to the Buyer or in any other respect account for (other than for tax purposes) or otherwise treat the transactions contemplated by this Agreement in any manner other than as sales of the Receivables, Related Security and Collections by such Seller to the Buyer (other than for tax purposes).

          (n) Voluntary Petitions. The Seller shall not cause the Buyer to file a voluntary petition under the Bankruptcy Code or any other bankruptcy or insolvency laws.

          (o) Performance and Compliance with Contracts and Credit and Collection Policy. At its expense, the Seller shall (i) perform, or cause to be performed, and comply in all material respects with, or cause to be complied with in all material respects, all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and timely and fully comply in all material respects with the Credit and Collection Policy in regard to the Receivables and the related Contracts and (ii) as beneficiary of any Related Security, enforce such Related Security as reasonably requested by the Administrative Agent and the Co-Collateral Agents.

          (p) Examination of Records; Audits.

               (i) The applicable Seller shall furnish to the Administrative Agent, the Co-Collateral Agents and the Purchasers such information concerning the Receivables, the Related Security and the Collections as the Administrative Agent, the Co-Collateral Agents or a Purchaser may reasonably request. The applicable Seller will permit at any time during regular business hours, the Administrative Agent, the Co-Collateral Agents or any Purchaser (or any representatives thereof) (i) to examine and make copies of all Records, (ii) to visit the offices and properties of the applicable Seller for the purpose of examining the Records and (iii) to discuss matters relating hereto with

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any of the applicable Seller’s officers, directors, employees or independent public accountants having knowledge of such matters. Twice a year (or more frequently in the Administrative Agent’s or the Co-Collateral Agents’ judgment during the occurrence and continuation of a Termination Event), the Administrative Agent or the Co-Collateral Agents may (at the expense of the Sellers based upon the following: (i) a fee of $1,000 per day, per auditor, plus out-of-pocket expenses for each audit performed by personnel employed by Administrative Agent, or (ii) the actual charges paid or incurred by Administrative Agent if it elects to employ the services of an independent public accounting firm) conduct or have an independent public accounting firm conduct an audit of the Records or make test verifications and/or field audits of the Receivables, the Related Security and Collections; provided that prior to the occurrence of a Termination Event, the Administrative Agent and the Co-Collateral Agents may conduct or have an independent public accounting firm conduct an audit of the Records or make test verifications and/or field audits of the Receivables, the Related Security and Collections in excess of twice a year in the Administrative Agent’s or the Co-Collateral Agents’ sole discretion at the Administrative Agent’s or the Co-Collateral Agents’ own expense, as applicable.

               (ii) Such Seller shall furnish to the Buyer, the Administrative Agent and the Co-Collateral Agents any information that the Buyer, the Administrative Agent and the Co-Collateral Agents may reasonably request regarding the determination and calculation of the Eligible Receivable Balance including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Obligors in respect of Receivables referred to therein.

          (q) Taxes. The Seller shall timely pay, discharge or otherwise satisfy as the same shall become due and payable in the normal conduct of its business, all its obligations and liabilities in respect of the Taxes imposed upon it or upon its income or profits or in respect of its property, except, in each case, to the extent the failure to pay or discharge the same could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

          (r) Maintenance of Properties. Except if the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Seller shall maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted.

          (s) Maintenance of Insurance. The Seller shall maintain with reputable insurance companies, insurance with respect to its assets, properties and business against loss or damage to the extent available on commercially reasonable terms of the kinds customarily insured against by Persons of similar size engaged in the same or similar industry, of such types and in such amounts (after giving effect to any self-insurance (including captive industry insurance) reasonable and customary for similarly situated Persons of similar size engaged in the same or similar businesses as such

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Restricted Party) as are customarily carried under similar circumstances by such other Persons.

          (t) ERISA. Promptly after any Seller or any ERISA Affiliate knows or has reason to know of the occurrence of any of the following events that, individually or in the aggregate (including in the aggregate such events previously disclosed or exempt from disclosure hereunder, to the extent the liability therefor remains outstanding), would reasonably be expected to have a Material Adverse Effect, the Seller shall deliver to the Administrative Agent, the Co-Collateral Agents and each of the Purchasers a certificate of a Designated Financial Officer setting forth details as to such occurrence and the action, if any, that such Seller or such ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by the Seller, such ERISA Affiliate, the PBGC, a Plan participant (other than notices relating to any individual participants benefits) or the Plan administrator with respect thereto: (A) that a Reportable Event has occurred; (B) that an accumulated funding deficiency has been incurred or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code (or Section 430 of the Code as amended by the Pension Protection Act of 2006) with respect to a Plan; (C) that a Plan having an unfunded current liability has been or is to be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA (including the giving of written notice thereof); (D) that proceedings will be or have been instituted to terminate a Plan having an unfunded current liability (including the giving of written notice thereof); (E) that a proceeding has been instituted against such Seller or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Plan; (F) that the PBGC has notified such Seller or any ERISA Affiliate of its intention to appoint a trustee to administer any Plan; (G) that such Seller or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Plan; or (H) that such Seller or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability (including any contingent or secondary liability) to or on account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code.

          (u) Know Your Customer Requests. If (i) a Change in Law after the Closing Date; (ii) any change in the status of a Swift Entity or the composition of the shareholders or interest holders of a Swift Entity after the Closing Date; or (iii) a proposed assignment or transfer by a Purchaser of any of its rights and obligations under the Purchase Agreement to a party that is not a Purchaser prior to such assignment or transfer, obliges the Administrative Agent, the Co-Collateral Agents or any Purchaser (or, in the case of paragraph (iii) above, any prospective new Purchaser) to comply with know your customer or similar identification procedures in circumstances where the necessary information is not already available to it, each Seller shall promptly upon the request of the Administrative Agent or the Co-Collateral Agents supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Administrative

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Agent (for itself or on behalf of any Purchaser, or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Purchaser), the Administrative Agent or the Co-Collateral Agents in order for such Purchaser, the Administrative Agent, the Co-Collateral Agents or, in the case of the event described in paragraph (iii) above, such prospective new Purchaser to carry out and be satisfied it has complied with all necessary know your customer or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Transaction Documents.

          (v) Facts and Assumptions in Opinions. The Seller shall comply with and not act contrary to (and cause to be true and correct) each of the facts and assumptions contained in the opinions of Snell & Wilmer L.L.P. delivered pursuant to the Transaction Documents.

          SECTION 5.2 Organizational Separateness. The Sellers agree not to take any action that would cause Buyer to violate its certificate of incorporation and by-laws or the Buyer’s obligations under Section 5.1(o) of the Second Tier Agreement. Buyer agrees to conduct its business in a manner consistent with its certificate of incorporation and by-laws and to comply with its obligations under Section 5.1(o) of the Second Tier Agreement.

          SECTION 5.3 Limitations on Certain Modifications to Credit Agreement and Indentures. The Sellers will not make or consent to any amendment or modification to the definition of “Receivables Assets”, “Receivables Subsidiary”, “Receivables Transaction”, “Qualified Receivables Transaction” or “Standard Securitization Undertakings” as such terms are defined in the Credit Agreement and the Indentures as in effect on the date hereof, without the prior written consent of the Co-Collateral Agents such consent not to be unreasonably withheld, provided, however, without limiting the rights of the Co-Collateral Agents, it shall be reasonable for the Co-Collateral Agents to withhold consent if such amendment or modification would make the Agreement and any transaction contemplated hereunder not permitted under the Credit Agreement or Indentures, or adversely impact the Receivables, the Related Security or the proceeds thereof, or any sale thereof or the granting of any Lien thereon in connection with the securitization transactions contemplated by this Agreement and the other Transaction Documents.

          SECTION 6. TERMINATION OF PURCHASES.

          SECTION 6.1 Voluntary Termination. The purchase and sale of Receivables pursuant to this Agreement may be terminated by either the Sellers or the Buyer, upon at least 30 Business Days’ prior written notice to the other parties, the Administrative Agent and the Co-Collateral Agents, provided that the Administrative Agent has consented in writing to such termination within 10 Business Days of the day of such notification.

          SECTION 6.2 Automatic Termination. The purchase and sale of Receivables pursuant to this Agreement shall continue notwithstanding a Termination

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Event, but shall automatically terminate with respect to a Seller upon the occurrence of a Bankruptcy Event pursuant to Section 8.1.

          SECTION 7. INDEMNIFICATION.

          SECTION 7.1 Seller’s Indemnity. Without limiting any other rights any Person may have hereunder or under applicable law, each Seller jointly and severally hereby indemnifies and holds harmless the Administrative Agent and the Co-Collateral Agents for the benefit of themselves and the Purchasers, Buyer and their respective officers, managers, agents and employees (each a “Seller Indemnified Party”) from and against any and all Indemnified Losses at any time imposed on or incurred by any Seller Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby, or any action taken or omitted by any of the Seller Indemnified Parties, whether arising by reason of the acts to be performed by the Sellers hereunder or otherwise, excluding only Indemnified Losses (“Excluded Losses”) to the extent (x) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Seller Indemnified Party seeking indemnification, (y) solely due to the credit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to Originator or the Collection Agent for uncollectible Receivables or (z) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Buyer. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (x), (y) and (z) of the previous sentence, each Seller jointly and severally shall indemnify each Seller Indemnified Party for Indemnified Losses relating to or resulting from:

               (i) any representation or warranty made by or on behalf of a Seller (or any employee or agent of the Seller) under or in connection with this Agreement, any Periodic Report or any other information or report delivered by a Seller or any other Swift Entity or Affiliate pursuant to the Transaction Documents, which shall have been false or incorrect in any material respect when made or deemed made;

               (ii) the failure by a Seller or any other Swift Entity (other than the Buyer) to comply with any applicable law, rule or regulation related to any Residual Interest, Receivable or the Related Security, or the nonconformity of any Residual Interest, Receivable or the Related Security with any such applicable law, rule or regulation or the failure by a Seller to satisfy any of its obligations under any Transaction Documents;

               (iii) the failure of a Seller to vest and maintain vested in Buyer a perfected ownership or security interest in the Residual Interest conveyed pursuant to the Contribution Agreement or the Receivables and the other property conveyed pursuant hereto, free and clear of any Lien;

               (iv) any commingling of funds (whether or not permitted pursuant to the Transaction Documents) to which Buyer or its assignees is entitled hereunder with any other funds;

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               (v) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Letter;

               (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor or financial inability of the Obligor to pay) of the Obligor to the payment of any Receivable, or any other claim resulting from the rendering of services related to such Receivable or the furnishing or failure to furnish any such services or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness;

               (vii) any failure of a Seller to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which a Seller is a party;

               (viii) any environmental liability claim, products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of whatever sort relating to any of Sellers’ obligations under the Transaction Documents;

               (ix) the transfer by a Seller of an interest in any Receivable to any Person other than the Buyer;

               (x) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to the Residual Interest or any Receivables or purported Receivables generated by a Seller, whether at the time of any purchase or acquisition or at any subsequent time;

               (xi) any Receivable which is stated to be, but is not, an Eligible Receivable;

               (xii) any cancellation or modification of a Receivable, the related Contract or any Related Security, whether by written agreement, verbal agreement, acquiescence or otherwise, unless such cancellation or modification was made by or with the express consent of the Administrative Agent or a Collection Agent that is not a Seller or an Affiliate of a Seller;

               (xiii) any investigation, litigation (other than any litigation between the Seller and a Seller Indemnified Party in which the Seller is the prevailing party) or proceeding related to or arising from this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto, or any transaction contemplated by this Agreement or the use of proceeds from any Purchase or reinvestment pursuant to this Agreement, or the ownership of, or other interest in, the Residual Interest, any Receivable, the related Contract, Related Security or Collections;

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               (xiv) any failure by a Seller to pay when due any Taxes, including without limitation sales, excise or personal property taxes, payable by such Seller in connection with any Receivable or the related Contract or any Related Security with respect thereto;

               (xv) any claim brought by any Person other than an Indemnified Party arising from any activity of a Seller in servicing, administering or collecting any Receivable; or

               (xvi) the use of the proceeds of the sales under this Agreement.

          SECTION 7.2 Indemnification Due to Failure to Consummate Purchase. Each Seller, jointly and severally, will indemnify Buyer on demand and hold it harmless against all costs (including, without limitation, breakage costs) and expenses incurred by Buyer resulting from any failure by a Seller to consummate a purchase after Buyer has requested a transfer of the applicable Receivables to the Purchasers under the terms of the Second Tier Agreement.

          SECTION 7.3 Other Costs. If Buyer becomes obligated to compensate the Purchasers under the Second Tier Agreement or any other Transaction Document for any costs or indemnities pursuant to any provision of the Second Tier Agreement or any other Transaction Document as a result of any acts or omissions of any Seller or any other Swift Entity (other than the Buyer), then each Seller, jointly and severally, shall, on demand, reimburse Buyer for the amount of any compensation.

          SECTION 8. TERMINATION OF SELLERS

          SECTION 8.1 Termination of a Seller. (a) Any Seller (other than the Originator) shall be terminated as a Seller hereunder by the Buyer and with prior written notice to the Administrative Agent, on behalf of the Purchasers, and the Co-Collateral Agents (i) on the occurrence of a Bankruptcy Event as to such Seller, (ii) with the consent of the Co-Collateral Agents, if the Parent ceases to own, directly or indirectly, 100% of the Equity Interests of such Seller, or (iii) on five Business Days written notice to such effect by the Administrative Agent (with the consent or at the request of the Instructing Group) to the Buyer following the occurrence of any Termination Event as to such Seller (each a “Mandatory Seller Termination Date”). From and after any Mandatory Seller Termination Date, the Buyer shall cease buying Receivables, Related Security and Collections from such Seller. Each such Seller being terminated shall be released as a Seller party hereto for all purposes and shall cease to be a party hereto on the 91st day after the date on which there are no amounts payable hereunder by such Seller and no amounts outstanding with respect to the Residual Interest or Receivables previously transferred or sold by such Seller to the Buyer, whether such amounts have been collected or written off in accordance with the Credit and Collection Policy of such Seller. Prior to such day, such Seller shall be obligated to perform its obligations hereunder and under the Transaction Documents to which it is a party with respect to the Residual Interest, Receivables, Related Security and Collections previously transferred or

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sold by such Seller to the Buyer, including, without limitation, its obligation to direct the deposit of Collections into the appropriate Lock-Box Account.

          (b) From time to time, the Sellers may request in writing (with a copy to the Administrative Agent and the Co-Collateral Agents) that the Buyer designate one or more Sellers as Sellers that cease to be parties to this Agreement (a “Permissive Seller Termination”); provided that no Termination Event or Potential Termination Event has occurred or will occur as a result thereof. Promptly after receipt of any such designation by the Administrative Agent, the Co-Collateral Agents and each other Seller, such Seller shall select a date, which date shall not be earlier than 15 Business Days after the date of receipt by the Administrative Agent and the Co-Collateral Agents of written notice of such designation, as such Seller’s “Permissive Seller Termination Date”; provided that such Permissive Seller Termination may not occur with respect to a Seller without the written consent of the Administrative Agent, on behalf of the Purchasers, and the Co-Collateral Agents if the aggregate outstanding balance of the Receivables of such Seller exceeds 10% of the aggregate outstanding balance of all Receivables of all Sellers as of the date of the Periodic Report received immediately prior to the date of such notice to the Administrative Agent and the Co-Collateral Agents. From and after any Permissive Seller Termination Date, the Buyer shall cease buying Receivables, Related Security and Collections from such Seller. Each such Seller shall be released as a Seller party hereto for all purposes and shall cease to be a party hereto on the 91st day after the date on which there are no amounts payable hereunder by such Seller and no amounts outstanding with respect to the Residual Interest or Receivables previously transferred or sold by such Seller to the Buyer, whether such amounts have been collected or written off in accordance with the Credit and Collection Policy of such Seller. Prior to such day, such Seller shall be obligated to perform its obligations hereunder and under the Transaction Documents to which it is a party with respect to the Residual Interest or Receivables previously transferred or sold by such Seller to Buyer, including, without limitation, its obligation to direct the deposit of Collections into the appropriate Lock-Box Account.

          (c) A terminated Seller shall have an obligation to repurchase any Receivables previously sold by it to Buyer, to the extent required pursuant to this Agreement, and will have continuing obligations with respect to such Receivables to the extent such obligations arise hereunder or under any Transaction Document to which such Seller is a party, and shall be entitled to receive any settlement of any purchase price payment pursuant to the provisions of Sections 2 and 3 hereof.

          SECTION 9. ADMINISTRATION AND COLLECTION

          SECTION 9.1 Designation of Buyer’s Collection Agent. The Receivables shall be serviced, administered and collected by the Person (the “Buyer’s Collection Agent”) designated from time to time to perform the duties of the Collection Agent under the Second Tier Agreement in accordance with Section 3.1 of the Second Tier Agreement, and shall be serviced, administered and collected by the Buyer’s Collection Agent in the manner set forth in Section 3.2 of the Second Tier Agreement

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(including by subcontracting to any other Seller in accordance with Section 3.1(b) of the Second Tier Agreement). Until the Administrative Agent designates a new collection agent in accordance with Section 3.1 of the Second Tier Agreement, the Originator is hereby designated to act as, and the Originator hereby agrees to perform the duties and obligations of, the Buyer’s Collection Agent hereunder.

          SECTION 9.2 Rights of the Buyer, the Administrative Agent and the Co-Collateral Agents. (a) Each Seller hereby acknowledges the transfer by the Buyer to the Administrative Agent of the exclusive ownership, dominion and control of the Lock-Box Accounts to which the Obligors of Receivables shall make payments and shall take any further action that the Administrative Agent may reasonably request to effect such transfer.

          (b) At any time:

               (i) Each of the Buyer and the Administrative Agent acting together or alone may, at the expense of the respective Sellers to which the respective Receivables shall have been originally owed, direct the Obligors of such Receivables, or any of them, to make payment of all amounts due or to become due to any Seller under Receivables directly to the Administrative Agent or its designees.

               (ii) Each Seller shall, at the Buyer’s or the Administrative Agent’s request and at such Seller’s expense, give notice of such ownership to such Obligors and direct them to make such payments directly to the Administrative Agent or its designees.

               (iii) Each Seller shall, at the Buyer’s or the Administrative Agent’s request and at such Seller’s expense, (A) assemble, and make available to the Buyer and the Administrative Agent at a place reasonably selected by the Administrative Agent or its designees, all of the Records that evidence or relate to the Receivables, Related Security and Collections, or which are otherwise necessary or desirable to collect the Receivables, provided that in the case of Records consisting of computer programs, data processing software and any other intellectual property under license from third parties, such Seller will make available such Records only to the extent that the license for such property so permits, and provided, further, such Seller shall, at the request of the Buyer or the Administrative Agent, commence the process of assembling such Records, and (B) segregate all cash, checks and other instruments received by it from time to time constituting collections of Receivables in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designees.

               (iv) The Administrative Agent may take any and all commercially reasonable steps in the name of any Seller and on behalf of such Seller, the Buyer and the Purchasers that are necessary or appropriate, in the reasonable determination of the Administrative Agent, to collect amounts due under the Receivables,

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including, without limitation, endorsing such Seller’s name on checks and other instruments representing Collections of Receivables and enforcing the Receivables and the Related Security and related Contracts, and adjusting, settling or compromising the amount or payment thereof, in the same manner and to the same extent as such Seller might have done in the absence of Section 5.1(j).

          (c) The Administrative Agent or the Co-Collateral Agents may, at the applicable Seller’s expense, request any of the Obligors of the Receivables to confirm the outstanding balance of such Obligor’s Receivables.

          SECTION 9.3 Responsibilities of the Sellers. Anything herein to the contrary notwithstanding:

          (a) Each Seller shall perform its obligations under the Contracts related to the Receivables to the same extent as if the Receivables, Related Security and Collections had not been sold and the exercise by the Buyer, the Administrative Agent or the Co-Collateral Agents of their rights hereunder or under the Second Tier Agreement shall not release the Buyer’s Collection Agent or such Seller from any of its duties or obligations with respect to any Receivables or under the related Contracts; and

          (b) Neither the Buyer nor the Administrative Agent nor the Co-Collateral Agents nor the Purchasers nor any other Seller Indemnified Party shall have any obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform any of the obligations of any Seller thereunder.

          SECTION 9.4 Further Actions Evidencing Purchases. (a) Each Seller agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the Buyer or the Administrative Agent may reasonably request, to perfect, protect or more fully evidence or maintain the validity and effectiveness of the sale, transfer and assignment of the Receivables, Related Security and Collections by such Seller to the Buyer hereunder, the transfer of the Residual Interest pursuant to the Contribution Agreement and the Receivable Interests purchased by the Purchasers under the Second Tier Agreement, to carry out more effectively the purposes of the Transaction Documents and to enable any of them or the Administrative Agent or the Co-Collateral Agents to exercise and enforce their respective rights and remedies hereunder or under the other Transaction Documents. Without limiting the foregoing, each Seller will, in order to perfect, protect or evidence such sales, transfers and assignments and such interests in the Receivables: (i) file or cause to be filed such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices as the Buyer or the Administrative Agent may reasonably request; (ii) from and after the date hereof, mark conspicuously each invoice evidencing each Receivable with a legend stating that such Receivable and related Contract has been sold, transferred and assigned to the Seller; and (iii) mark its master data processing records evidencing such Receivables and related Contracts with such legend.

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          (b) Each Seller hereby authorizes each of the Buyer and the Administrative Agent acting together or alone (upon prior written notice to the Seller) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relating to the Residual Interest, the Contracts, the Receivables, the Related Security and Collections, now existing or hereafter arising, without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement or any financing statement covering the Residual Interest, the Contracts, the Receivables, the Related Security and Collections shall be sufficient as a financing statement where permitted by law.

          (c) If the Originator in its capacity as Buyer’s Collection Agent fails to perform any of its obligations hereunder, the Buyer or the Administrative Agent may itself perform, or cause performance of, such obligation, and the reasonable costs and expenses of the Administrative Agent or the Buyer incurred in connection therewith shall be payable by the Seller under Section 7 or 10.5, as applicable.

          SECTION 10. MISCELLANEOUS.

          SECTION 10.1 Amendments, Waiver, Etc. No amendment of this Agreement or waiver of any provision hereof or consent to any departure by either party therefrom shall be effective without the written consent of the party that is sought to be bound and of the Administrative Agent, the Co-Collateral Agents and Collection Agent. Any such waiver or consent shall be effective only in the specific instance given. No failure or delay on the part of either party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Each Seller agrees that the Purchasers may rely upon the terms of this Agreement, and that the terms of this Agreement may not be amended, nor any material waiver of those terms be granted, without the written consent of the Administrative Agent and the Co-Collateral Agents; provided that each Seller and Buyer may agree to an adjustment of the purchase price for any Receivable without the consent of the Administrative Agent and the Co-Collateral Agents provided that the purchase price paid for any Receivable shall be an amount not less than adequate consideration that represents fair value for such Receivable.

          SECTION 10.2 Assignment of Receivables Purchase Agreement. Each Seller hereby acknowledges that on the date hereof, Buyer has collaterally assigned for security purposes all of its right, title and interest in, to and under this Agreement to the Administrative Agent for the benefit of the Purchasers pursuant to the Second Tier Agreement and that the Administrative Agent, the Co-Collateral Agents and the Purchasers are third party beneficiaries hereof. Each Seller hereby further acknowledges that after the occurrence and during the continuation of a Termination Event all provisions of this Agreement shall inure to the benefit of the Administrative Agent, the Co-Collateral Agents and the Purchasers, including the enforcement of any provision hereof to the extent set forth in the Second Tier Agreement, but that neither the

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Administrative Agent, the Co-Collateral Agents nor any Purchaser shall have any obligations or duties under this Agreement. No purchases shall take place hereunder at any time that the Administrative Agent has exercised their right to enforce Buyer’s rights hereunder pursuant to Section 1.8 of the Second Tier Agreement. Each Seller hereby further acknowledges that the execution and performance of this Agreement are conditions precedent for the Administrative Agent, the Co-Collateral Agents and the Purchasers to enter into the Second Tier Agreement and that the agreement of the Administrative Agent, the Co-Collateral Agents and Purchasers to enter into the Second Tier Agreements will directly or indirectly benefit each Seller and constitutes good and valuable consideration for the rights and remedies of the Administrative Agent, the Co-Collateral Agents and each Purchaser with respect hereto.

          SECTION 10.3 Binding Effect, Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall also, to the extent provided herein, inure to the benefit of the parties to the Second Tier Agreement. No assignment of this Agreement shall be effective without the prior written consent of the Administrative Agent and the Co-Collateral Agents. Each Seller acknowledges that Buyer’s rights under this Agreement are being assigned to the Administrative Agent and the Co-Collateral Agents under the Second Tier Agreement and consents to such assignment and to the exercise of those rights directly by the Administrative Agent and the Co-Collateral Agents, to the extent permitted by the Second Tier Agreement.

          SECTION 10.4 Survival. The rights and remedies with respect to any breach of any representation and warranty made by each Seller or Buyer pursuant to Section 4 and the indemnification provisions of Section 7 shall survive any termination of this Agreement.

          SECTION 10.5 Costs, Expenses and Taxes. (a) In addition to the obligations of the Sellers under Section 7, the Sellers and Buyer agree to pay on demand all costs and expenses incurred by the other parties and their assigns (other than Excluded Losses) in connection with the enforcement against such Seller or Buyer (as applicable) of, or any actual or claimed breach by such Seller or Buyer (as applicable) of, this Agreement, the other Transaction Documents and the other instruments and documents to be delivered in connection herewith or therewith, including the reasonable fees and expenses of counsel to any of such Persons incurred in connection with any of the foregoing or in advising such Persons as to their respective rights and remedies under this Agreement, the other Transaction Documents and the other instruments and documents to be delivered in connection herewith or therewith in connection with any of the foregoing. Each Seller further agrees to pay all costs and expenses (including fees, expenses and disbursements of counsel) in connection with the enforcement against such Seller of any of the Administrative Agent’s, the Co-Collateral Agents’ or the Purchasers’ rights and remedies under this Agreement, the other Transaction Documents and the other instruments and documents to be delivered in connection herewith or therewith, any audits or other accounting procedures, any refinancing of the transactions contemplated by this Agreement or the other Transaction Documents in the nature of a “work-out” or

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any insolvency or bankruptcy proceeding or any legal proceeding against such Seller relating to or arising out of the transactions contemplated by this Agreement, the other Transaction Documents and the other instruments and documents to be delivered in connection herewith or therewith.

          (b) In addition, each Seller agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, any other Transaction Document, or any other document or instrument delivered in connection herewith or therewith (but excluding income taxes, such non-excluded taxes being hereinafter referred to as “Other Taxes”). Each Seller shall indemnify each Seller Indemnified Party for and hold it harmless against the full amount of Other Taxes (including, without limitation, any taxes imposed by any jurisdiction on amounts payable under this Section 10.5(b)) imposed on or paid by such Seller Indemnified Party and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto whether or not such Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date such Seller Indemnified Party makes written demand therefor (with a copy to the Administrative Agent and the Co-Collateral Agents).

          SECTION 10.6 Execution in Counterparts, Integration. This Agreement may be executed in any number of counterparts and by the different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement.

          SECTION 10.7 Governing Law; Submission to Jurisdiction; Jury Trial Waiver. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK. THE PARTIES HERETO HEREBY SUBMIT TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF, OR RELATING TO, THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. Each party hereto hereby irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to the venue of any such proceeding and any claim that any such proceeding has been brought in an inconvenient forum. Nothing in this Section 10.7 shall affect the right of the Administrative Agent, the Co-Collateral Agents or the Buyer to bring any action or proceeding against the Seller or its property in the courts of other jurisdictions.

          (b) TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, OR IN CONNECTION WITH, ANY TRANSACTION DOCUMENT OR ANY MATTER ARISING THEREUNDER.

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          SECTION 10.8 No Proceedings. Each Seller agrees, for the benefit of the parties to the Second Tier Agreement, that it will not institute against Buyer, or join any other Person in instituting against Buyer, any proceeding of a type referred to in the definition of Bankruptcy Event until one year and one day after no investment, loan or commitment is outstanding under the Second Tier Agreement. In addition, all amounts payable by Buyer to the Sellers pursuant to this Agreement shall be payable solely from funds available for that purpose (after Buyer has satisfied all obligations then due and owing under the Second Tier Agreement).

          SECTION 10.9 Notices. Unless otherwise specified, all notices and other communications hereunder shall be in writing (including by telecopier or other facsimile communication), given to the appropriate Person at its address or telecopy number set forth in the Second Tier Agreement or at such other address or telecopy number as such Person may specify, and effective when received at the address specified by such Person.

          SECTION 10.10 Entire Agreement. This Agreement constitutes the entire understanding of the parties thereto concerning the subject matter thereof. Any previous or contemporaneous agreements, whether written or oral, concerning such matters are superseded thereby.

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          IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

SWIFT TRANSPORTATION CORPORATION, as Originator and Seller
By:	/s/ Jerry Moyes
Name:	Jerry Moyes
Title:	Chief Executive Officer
SWIFT RECEIVABLES CORPORATION II, as Buyer
By:	/s/ Jerry Moyes
Name:	Jerry Moyes
Title:	Chief Executive Officer
SWIFT INTERMODAL LTD., as Seller
By:	/s/ Jerry Moyes
Name:	Jerry Moyes
Title:	Chief Executive Officer
SWIFT LEASING CO., INC., as Seller
By:	/s/ Jerry Moyes
Name:	Jerry Moyes
Title:	Chief Executive Officer

PURCHASE AND SALE AGREEMENT

EXHIBIT A

PURCHASE PRICE

          All capitalized terms used, and not otherwise defined, herein have the meanings set forth for such terms in the Purchase and Sale Agreement dated as of July 30, 2008 among Swift Transportation Corporation, as the Originator and a Seller, Swift Intermodal Ltd. and Swift Leasing Co., Inc., each as a Seller, and Swift Receivables Corporation II, as the Buyer.

          The purchase price applicable to the Receivables purchased on any day after the Initial Funding Date by Buyer from the Sellers shall be equal to 98.65% (the “Purchase Price Percentage”) multiplied by the aggregate outstanding balance of such Receivables. The foregoing purchase price was calculated to yield to Sellers a reasonable profit return on their equity and was calculated assuming, among other things, that charge-offs of Receivables in any year will average approximately 0.15% of the average outstanding balance of the Receivables and that LIBOR (which represents the index for Sellers’ cost of funds under the Receivables Sale Agreement) would average approximately 5.32% and that the Prime Rate (which represents the index for Sellers’ cost of funds under the Subordinated Notes) would average approximately 8.25%. It is the intent of the parties that the purchase price paid hereunder continue to represent adequate consideration for the sale and purchase of the Receivables hereunder. To that end, the parties agree to review on a quarterly basis whether the per annum percentage rates then existing for LIBOR or the Prime Rate have changed to such an extent or if the each Seller’s average percentage of charge-off of Receivables has varied more than 10% from what was originally estimated so as to change the fair value of the Receivables to be sold to Buyer. In either such case, the Sellers and Buyer agree to negotiate, in good faith, in order to adjust the Purchase Price Percentage to reflect the equitable impact of such changes. All Purchase Price Percentage adjustments pursuant to the foregoing provisions shall be prospective only and shall not operate to adjust retroactively the purchase price previously paid for Receivables.

EX-10.4

Exhibit 10.4

Receivables Sale Agreement

Dated as of July 30, 2008

among

Swift Receivables Corporation II,
as the Seller,

Swift Transportation Corporation,
as the Initial Collection Agent,

Wells Fargo Foothill, LLC,
as the Administrative agent,

General Electric Capital Corporation,
Morgan Stanley Senior Funding, Inc.,
and Wells Fargo Foothill, LLC,

as the Co-Collateral Agents,

the Purchasers
from time to time party hereto,
and

Morgan Stanley Senior Funding, Inc.,
as Syndication Agent, Sole Bookrunner and Lead Arranger,

TABLE OF CONTENTS

	Page
ARTICLE I PURCHASES FROM SELLER AND SETTLEMENTS		1
Section 1.1 Sales		1
Section 1.2 Interim Liquidations		3
Section 1.3 Reserved		4
Section 1.4 Yield, Fees and Other Costs and Expenses		4
Section 1.5 Maintenance of Sold Interest; Deemed Collection		5
Section 1.6 Reduction in Commitments; Voluntary Reductions of Investments		6
Section 1.7 Reserved		6
Section 1.8 Security Interest		6
Section 1.9 Optional Increase in the Aggregate Commitment		7
ARTICLE II ALLOCATIONS		8
Section 2.1 Allocations and Distributions		8
ARTICLE III ADMINISTRATION AND COLLECTIONS		11
Section 3.1 Appointment of Collection Agent		11
Section 3.2 Duties of Collection Agent		12
Section 3.3 Reports		13
Section 3.4 Lock-Box Arrangements		13
Section 3.5 Enforcement Rights		13
Section 3.6 Collection Agent Fee		14
Section 3.7 Responsibilities of the Seller		14
Section 3.8 Actions by Seller		14
Section 3.9 Indemnities by the Collection Agent		15
Section 3.10 Further Assurances.		16
ARTICLE IV REPRESENTATIONS AND WARRANTIES		17
Section 4.1 Representations and Warranties of the Seller		17
Section 4.2 Representations and Warranties of the Initial Collection Agent		21
ARTICLE V COVENANTS		24
Section 5.1 Covenants of the Seller and the Collection Agent		24
ARTICLE VI INDEMNIFICATION		34
Section 6.1 Indemnities by the Seller		34
Section 6.2 Increased Cost and Reduced Return		36
Section 6.3 Other Costs and Expenses		37
Section 6.4 Withholding Taxes		38
Section 6.5 Payments and Allocations		38
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TABLE OF CONTENTS
(continued)

	Page
ARTICLE VII CONDITIONS PRECEDENT		39
Section 7.1 Conditions to Closing		39
Section 7.2 Conditions to Each Purchase		41
ARTICLE VIII THE ADMINISTRATIVE AGENT AND THE CO-COLLATERAL AGENTS		42
Section 8.1 Appointment and Authorization		42
Section 8.2 Delegation of Duties		43
Section 8.3 Exculpatory Provisions		43
Section 8.4 Reliance by Administrative Agent and Co-Collateral Agents		44
Section 8.5 Assumed Payments		45
Section 8.6 Notice of Termination Events		45
Section 8.7 Non-Reliance on Administrative Agent, Co-Collateral Agents and Other Purchasers		46
Section 8.8 Agents and Affiliates		46
Section 8.9 Indemnification		47
Section 8.10 Successor Agent		47
Section 8.11 Field Audits and Examination Reports; Confidentiality; Disclaimers by Purchasers; Other Reports and Information		48
Section 8.12 Co-Collateral Agent Decisions		49
ARTICLE IX MISCELLANEOUS		49
Section 9.1 Termination		49
Section 9.2 Notices		50
Section 9.3 Payments and Computations		50
Section 9.4 Sharing of Recoveries		51
Section 9.5 Right of Setoff		51
Section 9.6 Amendments		51
Section 9.7 Waivers		52
Section 9.8 Successors and Assigns; Participations; Assignments		52
Section 9.9 Intended Tax Characterization		54
Section 9.10 Confidentiality		54
Section 9.11 Reserved		55
Section 9.12 No Recourse		55
Section 9.13 Headings; Counterparts		55
Section 9.14 Cumulative Rights and Severability		55
Section 9.15 Governing Law; Submission to Jurisdiction		55
Section 9.16 WAIVER OF TRIAL BY JURY		56
Section 9.17 Third Party Beneficiaries		56
Section 9.18 Entire Agreement		56
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Schedules	Description
Schedule I	Definitions
Schedule II	Purchasers and Commitments
Schedule III	Litigation

Exhibits	Description
Exhibit A	Form of Incremental Purchase Request
Exhibit B	Form of Weekly and Monthly Periodic Reports
Exhibit C	Addresses and Names of Seller and Originators
Exhibit D	Subsidiaries
Exhibit E	Lock-Boxes and Lock-Box Banks
Exhibit F	Form of Lock-Box Letter
Exhibit G	Credit and Collection Policy

RECEIVABLES SALE AGREEMENT

          Receivables Sale Agreement, dated as of July 30, 2008, among Swift Receivables Corporation II, a Delaware corporation, as Seller (the “Seller”), Swift Transportation Corporation, a Nevada corporation, as initial Collection Agent (the “Initial Collection Agent,” and, together with any successor thereto, the “Collection Agent”), Morgan Stanley Senior Funding, Inc., Wells Fargo Foothill, LLC and General Electric Capital Corporation, as collateral agents for the Purchasers (the “Co-Collateral Agents”), Wells Fargo Foothill, LLC, as administrative agent for the Purchasers (the “Administrative Agent”), the purchasers from time to time party hereto (the “Purchasers”) and Morgan Stanley Senior Funding, Inc. as syndication agent, sole bookrunner and lead arranger (in each capacity, respectively, the “Syndication Agent”, the “Sole Bookrunner” and the “Lead Arranger”). Certain capitalized terms used herein, and certain rules of construction, are defined in Schedule I.

          WHEREAS, ABN AMRO Bank N.V. and Amsterdam Funding Corporation have sold their purchase interest under the ABN Sale Agreement ratably to each Purchaser pursuant to the Assignment and Release Agreement;

          WHEREAS, the Existing Securitization Subsidiary has transferred its residual interest in the Receivables, the Related Security and the Collections to Swift Transportation Corporation, a Nevada corporation, pursuant to the Assignment Agreement in satisfaction of its liabilities under the Subordinated Note as defined in the ABN Sale Agreement, and such residual interest has been transferred and assigned to the Seller pursuant to the Contribution Agreement as the initial capital of the Seller (such residual interest, the “Residual Interest”); and

          WHEREAS, the Seller desires to sell undivided percentage ownership interests in the Receivables, Collections and Related Security to the Purchasers, and the Purchasers desire to purchase such interests, all in accordance with the terms and conditions of this Agreement;

          NOW THEREFORE, the parties hereto agree as follows:

ARTICLE I

Purchases from Seller and Settlements

     Section 1.1 Sales.

          (a) The Sold Interest. In addition to the acquisition of the initial Purchase Interest pursuant to the Assignment and Release Agreement (the “Initial Purchase”), subject to the terms and conditions hereof, the Seller may, from time to time before the Termination Date, sell to the Purchasers the Receivables, the Related Security and all Collections. Any such purchase (a “Purchase”), other than the Initial Purchase, shall be made by each Purchaser remitting funds to the Seller, through the Administrative

Agent, pursuant to Section 1.1(c) or by the Administrative Agent remitting Collections to the Seller pursuant to Section 1.1(d). The aggregate percentage ownership interest so acquired by a Purchaser in the Receivables, the Related Security and related Collections (including the interest acquired in the Initial Purchase, its “Purchase Interest”) shall equal at any time the following quotient:

where:

     I = the outstanding Investment of such Purchaser at such time;

     PRP = the Purchaser Reserve Percentage; and

     ER = the Eligible Receivable Balance at such time;

Except during a Liquidation Period for a Purchaser, such Purchaser’s Purchase Interest will change whenever its Investment, its Purchaser Reserve Percentage or the Eligible Receivable Balance changes. During a Liquidation Period for a Purchaser its Purchase Interest shall remain constant at the percentage in effect as of the day immediately preceding the commencement of the relevant Liquidation Period, except for re-determinations to reflect Investments acquired from or transferred to another Purchaser under a Transfer Agreement. The sum of all Purchasers’ Purchase Interests at any time is referred to herein as the “Sold Interest”, which at any time is the aggregate percentage ownership interest then held by the Purchasers in the Receivables, the Related Security and Collections.

          (b) Commitment. On the terms and conditions herein set forth, each Purchaser severally agrees to make Purchases (i) on the date hereof and from time to time thereafter on any Business Day during the period from the date hereof to the Termination Date and (ii) in an aggregate amount for such Purchaser not to exceed at any time outstanding such Purchaser’s Commitment; provided, however, that no Purchaser shall be obligated to make any Purchase to the extent that, after giving effect to such Purchase, its Investment would thereby exceed its Commitment, the Aggregate Investment then outstanding would exceed the Maximum Aggregate Investment or the Matured Aggregate Investment would exceed the Aggregate Commitment. The Initial Purchase and each additional Purchase by a Purchaser not made from Collections pursuant to Section 1.1(d) is referred to herein as an “Incremental Purchase.” Each Purchase made by a Purchaser with the proceeds of Collections in which it has a Purchase Interest, which does not increase the outstanding Investment of such Purchaser, is referred to herein as a “Reinvestment Purchase.” All Purchases hereunder shall be made ratably by each Purchaser in accordance with the Commitment of such Purchaser.

          (c) Incremental Purchases. In order to request an Incremental Purchase from a Purchaser, the Seller must provide to the Administrative Agent an irrevocable written request (including by telecopier or other facsimile communication)

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substantially in the form of Exhibit A (each such request, an “Incremental Purchase Request”), by (i) 1:00 p.m. (California time) three Business Days before the requested date (the “Purchase Date”) of such Purchase in the case of a Purchase bearing Yield at the LIBOR Rate, or (ii) 10:00 a.m. (California time) one Business Day before the requested date (the “Purchase Date”) in the case of a Purchase bearing Yield at the Alternate Base Rate, specifying the requested Purchase Date (which must be a Business Day) and the requested amount (the “Purchase Amount”) of such Purchase, which must be in a minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount (or, if less, an amount equal to the Maximum Incremental Purchase Amount). All Incremental Purchases must be requested ratably from all Purchasers. The Administrative Agent shall promptly notify the Purchasers of the contents of such Incremental Purchase Request. Each Purchaser shall transfer to the Administrative Agent’s Account its Ratable Share of such Incremental Purchase on the requested Purchase Date. The Administrative Agent shall transfer to the Seller Account on such day the proceeds of any Incremental Purchase to the extent of funds actually received by the Administrative Agent in the Administrative Agent’s Account prior to 10:00 a.m. (California time) on such day.

          (d) Reinvestment Purchases. On each day before the Termination Date that any Collections are received by the Administrative Agent, no Interim Liquidation is in effect and the conditions set forth in Section 7.2 are satisfied, a Purchaser’s Purchase Interest in such Collections shall automatically be used to make a Reinvestment Purchase by such Purchaser.

          (e) The failure of any Purchaser to make available such Purchaser’s Ratable Share of any Purchase shall not relieve any other Purchaser of its obligation, if any, hereunder to make available such other Purchaser’s Ratable Share of such Purchase on the date of such Purchase, but no Purchaser shall be responsible for the failure of any other Purchaser to make available such other Purchaser’s Ratable Share of such Purchase on the date of any Purchase. Nothing herein shall prejudice any rights that the Seller may have against any Purchaser as a result of any default by such Purchaser hereunder.

          Section 1.2 Interim Liquidations. (a) Optional. The Seller may at any time direct that Reinvestment Purchases cease and that an Interim Liquidation commence for all Purchasers by giving the Collection Agent and the Administrative Agent at least three Business Days’ prior written (including telecopy or other facsimile communication) notice specifying the date on which the Interim Liquidation shall commence and, if desired, the date on which such Interim Liquidation shall cease (identified as a specific date prior to the Termination Date or as when the Aggregate Investment is reduced to a specified amount) (the “Liquidation Termination Date”). If the Seller does not so specify the date on which an Interim Liquidation shall cease, it may cause such Interim Liquidation to cease at any time before the Termination Date, subject to Section 1.2(b) below, by notifying the Collection Agent and the Administrative Agent in writing (including by telecopy or other facsimile communication) at least three Business Days before the date on which it desires such Interim Liquidation to cease.

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          (b) Mandatory. If at any time before the Termination Date any condition in Section 7.2 is not fulfilled, the Seller shall immediately notify the Collection Agent and the Administrative Agent, whereupon Reinvestment Purchases shall cease and an Interim Liquidation shall commence, which shall cease only upon the Seller confirming to the Administrative Agent that the conditions in Section 7.2 are fulfilled.

     Section 1.3 Reserved.

     Section 1.4 Yield, Fees and Other Costs and Expenses. (a) The Seller shall pay to the Administrative Agent for the account of the Syndication Agent such amounts as agreed to with the Seller in the Fee Letter.

          (b) If (i) the amount of Investment allocated to any Eurodollar Tranche is reduced by Seller before the last day of its Yield Period, or (ii) a requested Incremental Purchase at the LIBOR Rate does not take place on its scheduled Purchase Date as a result of a failure on the part of Seller, the Seller shall pay the Early Payment Fee to each Purchaser that had its Investment so reduced or scheduled Purchase not made.

          (c) Investments shall be payable solely from Collections and from amounts payable under Sections 1.5 and 6.1 (to the extent amounts paid under Section 6.1 indemnify against reductions in or non-payment of Receivables). The Seller shall pay, as a full recourse obligation, all amounts payable pursuant to Sections 1.5 and 6.1 and all other amounts payable hereunder (other than Investment), including, without limitation, all Yield, fees described in clauses (a) above and clauses (d) and (e) below and amounts payable under Article VI.

          (d) All Investments and the outstanding amount of all other obligations hereunder shall bear a Yield, in the case of Investments, on the amount thereof from the date such Investments are made and, in the case of such other obligations, from the date such other obligations are due and payable until, in all cases, paid in full, at the Applicable Yield. Accrued Yield shall be payable on each Payment Date. If the Seller fails to select the Applicable Yield for any Investment, such amount of Investment shall automatically accrue Yield at the Alternate Base Rate.

          (e) The Seller agrees to pay to each Purchaser an unused commitment fee on the actual daily amount by which the Commitment of such Purchaser exceeds such Purchaser’s Investments (the “Unused Commitment Fee”) from the date hereof through the Termination Date at the Applicable Unused Commitment Fee Rate, payable in arrears (x) on the first Business Day of each calendar month (with respect to the previous calendar month), commencing on the first such day following the date hereof and (y) on the Termination Date.

          (f) If the Administrative Agent or any Purchaser determines (i) that maintenance of any Eurodollar Tranche would violate any applicable law or regulation, (ii) that deposits of a type and maturity appropriate to match funds any of such Purchaser’s Eurodollar Tranches are not available or (iii) that the maintenance of any

4

Eurodollar Tranche will not adequately and fairly reflect the cost of such Purchaser of funding Eurodollar Tranches, then the Administrative Agent, upon the direction of such Purchaser, shall suspend the availability of future Eurodollar Tranches until such time as the Administrative Agent or applicable Purchaser provides notice that the circumstances giving rise to such suspension no longer exist, and, if required by any applicable law or regulation, terminate any outstanding Eurodollar Tranche so affected. All Investments allocated to any such terminated Eurodollar Tranche shall be reallocated to the Alternate Base Rate.

     Section 1.5 Maintenance of Sold Interest; Deemed Collection. (a) General. If as of any Reporting Date before the Termination Date the Eligible Receivable Balance is less than the sum of the Aggregate Investment (or, if a Termination Event exists, the Matured Aggregate Investment) plus the Aggregate Reserve, the Seller shall pay ratably to the Administrative Agent for each Purchaser an amount equal to such deficiency for application to reduce the Investments of the Purchasers ratably in accordance with the principal amount of their respective Investments.

          (b) Deemed Collections. If on any day the outstanding balance of a Receivable is reduced or cancelled as a result of any defective or rejected services, any cash discount or adjustment (including any adjustment resulting from the application of any special refund or other discounts or any reconciliation), any setoff or credit (whether such claim or credit arises out of the same, a related, or an unrelated transaction) or other similar reason not arising from the financial inability of the Obligor to pay undisputed indebtedness, the Seller shall be deemed to have received on such day a Collection on such Receivable in the amount of such reduction or cancellation. If on any day any representation, warranty, covenant or other agreement of the Seller related to a Receivable is not true or is not satisfied on such day (or if any such representation or warranty is made as of another day, then on such other day), the Seller on the next Business Day shall be deemed to have received on such day a Collection in the amount of the outstanding balance of such Receivable. Subject to Section 1.5(c), all such Collections deemed received by the Seller under this Section 1.5(b) shall be remitted by the Seller to the Administrative Agent within one Business Day of the day deemed received in accordance with Section 5.1(i).

          (c) Adjustment to Sold Interest. At any time before the Termination Date that the Seller is deemed to have received any Collection under Section 1.5(b) (“Deemed Collections”) that derive from a Receivable that is otherwise reported as an Eligible Receivable, so long as no Liquidation Period then exists, the Seller may satisfy its obligation to deliver such amount to the Administrative Agent by instead notifying the Administrative Agent and the Co-Collateral Agents that the Sold Interest should be recalculated by decreasing the Eligible Receivable Balance by the amount of such Deemed Collections, so long as such adjustment does not cause the Sold Interest to exceed 100%.

          (d) Payment Assumption. Unless an Obligor otherwise specifies or another application is required by contract or law, any payment received by the Seller

5

from any Obligor shall be applied as a Collection of Receivables of such Obligor (starting with the oldest such Receivable) and remitted to the Collection Agent as such.

     Section 1.6 Reduction in Commitments; Voluntary Reductions of Investments. (a) The Seller may, upon 30 days’ notice to the Administrative Agent, reduce the Aggregate Commitment in increments of $10,000,000, so long as the Aggregate Commitment as so reduced equals at least the outstanding Matured Aggregate Investment. Each such reduction in the Aggregate Commitment shall reduce the Commitment of each Purchaser in accordance with its Ratable Share and shall ratably reduce the Purchase Limit so that the Aggregate Commitment remains at least equal to the Purchase Limit and the Purchase Limit is not less than the outstanding Aggregate Investment.

          (b) The Seller may, upon 3 days’ notice to the Administrative Agent in the case of a Eurodollar Tranche or upon 1 day’s notice to the Administrative Agent in all other cases, reduce the outstanding Aggregate Investment in whole or in part in increments of $1,000,000, provided that, in no event, shall such reduction permit or require Seller or any Originators to, or permit or require the Administrative Agent or the Co-Collateral Agents to cause, the repurchase of any Receivable.

     Section 1.7 Reserved.

     Section 1.8 Security Interest. (a) The Seller hereby grants to the Administrative Agent (for the benefit of itself, the Co-Collateral Agents and each Purchaser), a security interest in its right, title and interest in, to and under all Receivables, Related Security, Collections and Lock-Box Accounts to secure the payment of all amounts owing hereunder. The Seller and Collection Agent shall hold in trust for the benefit of the Administrative Agent and such other Persons entitled thereto any Collections received pending their application pursuant to Section 1.1(c), Section 2.3 or Article III hereof. After the occurrence of a Termination Event, the Seller and Collection Agent shall not, without the prior written consent of the Instructing Group, distribute any Collections to any Person (whether as payment on the Subordinated Notes or otherwise) other than the Administrative Agent (for the benefit of itself, the Co-Collateral Agents and each Purchaser) and the Purchasers (and to the Collection Agent, in payment of the Collection Agent Fee to the extent permitted hereunder) until all amounts owed under the Transaction Documents to the Administrative Agent, the Co-Collateral Agents and the Purchasers are indefeasibly paid in full.

          (b) The Seller hereby assigns and otherwise transfers to the Administrative Agent (for the benefit of itself, the Co-Collateral Agents and each Purchaser), all of the Seller’s right, title and interest in, to and under the Purchase Agreement. The Seller shall execute, file and record all financing statements, continuation statements and other documents required to perfect or protect such assignment. This assignment includes (a) all monies due and to become due to the Seller from the Originators or the Parent under or in connection with the Purchase Agreement (including fees, expenses, costs, indemnities and damages for the breach of any

6

obligation or representation related to such agreement) and (b) all rights, remedies, powers, privileges and claims of the Seller against the Originators or the Parent under or in connection with the Purchase Agreement. All provisions of the Purchase Agreement shall inure to the benefit of, and may be relied upon by, the Administrative Agent, the Co-Collateral Agents, each Purchaser and each such other Person. At any time that a Termination Event has occurred and is continuing, the Administrative Agent (acting independently or at the direction of the Instructing Group) shall have the sole right to enforce the Seller’s rights and remedies under the Purchase Agreement to the same extent as the Seller could absent this assignment, but without any obligation on the part of the Administrative Agent, the Co-Collateral Agents, any Purchaser or any other such Person to perform any of the obligations of the Seller under the Purchase Agreement (or the promissory note executed thereunder). All amounts distributed to the Seller under the Purchase Agreement from Receivables sold to the Seller thereunder shall constitute Collections hereunder and shall be applied in accordance herewith.

          (c) This agreement is a security agreement for purposes of the UCC. Upon the occurrence of a Termination Event, the Administrative Agent (for the benefit of itself, the Co-Collateral Agents and each Purchaser) will have all rights and remedies provided under the UCC as in effect in all applicable jurisdictions.

     Section 1.9 Optional Increase in the Aggregate Commitment. At any time the Seller may, if it so elects, increase the amount of the Aggregate Commitment, either by designating a financial institution not theretofore a Purchaser (a “New Purchaser”) to become a Purchaser (such designation to be effective only with the prior written consent of the Administrative Agent not to be unreasonably withheld), or by agreeing with an existing Purchaser (an “Increasing Purchaser”), with the prior written consent of the Administrative Agent, that such Purchaser’s Commitment shall be increased. Upon execution and delivery by the Seller and such Purchaser or other financial institution of an instrument in a form reasonably satisfactory to the Administrative Agent and the Purchasers, such Increasing Purchaser shall have a Commitment as therein set forth or such New Purchaser shall become a Purchaser with a Commitment as therein set forth and all the rights and obligations of a Purchaser with such a Commitment hereunder; provided:

          (a) that the Seller shall provide prompt notice of such increase to the Administrative, who shall promptly notify the Purchasers;

          (b) that any such increase shall be in an amount greater than or equal to $10,000,000;

          (c) that immediately after such increase is made, the aggregate amount of increases in the Aggregate Commitment pursuant to this Section 1.9 shall not exceed $100,000,000; and

          (d) that the Sellers may elect to increase the Aggregate Commitment pursuant to this Section 1.9 no more than four times in total.

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          On the effective date of any increase in the Aggregate Commitment pursuant to this Section 1.9, (i) each New Purchaser shall pay to the Administrative Agent an amount equal to its Ratable Share of the Aggregate Investment and (ii) any Increasing Purchaser shall pay to the Administrative Agent an amount equal to the increase in its Ratable Share of the Aggregate Investment, in each case such payments shall be for the account of each other Purchaser. Upon receipt of such amount by the Administrative Agent, (i) each other Purchaser shall be deemed to have ratably assigned that portion of its outstanding Investment that is being reduced to the New Purchasers and the Increasing Purchasers in accordance with such Purchaser’s new Commitment or the increased portion thereof as applicable, and (ii) the Administrative Agent shall promptly distribute to each other Purchaser its Ratable Share of the amounts received by the Administrative Agent pursuant to this paragraph.

ARTICLE II

ALLOCATIONS

     Section 2.1 Allocations and Distributions. (a) Ordinary Settlement Procedures. On each Business Day (other than during the Liquidation Period) the Administrative Agent shall, out of Collections received on such Business Day:

     (i) first, pay to the Collection Agent (if the Collection Agent is not an Originator or an Affiliate of an Originator) or the Administrative Agent, the Co-Collateral Agents and the Purchasers, as applicable, the Collection Agent Fee, the Yield, the Unused Commitment Fee, the Administrative Agent’s fee, the Co-Collateral Agents’ fee and any other obligations of the Seller due and payable on such day (or if accrued but not payable, pay to a separate account for disbursement on the Payment Date or other date payable);

     (ii) second, if such day is the second Business Day following the date on which a Periodic Report is or is required to be delivered, the Sold Interest on such day would exceed 100% as of the last day of the period covered by such Periodic Report, and the Administrative Agent does not receive an updated Periodic Report demonstrating that the Sold Interest on such day would not exceed 100% on such second Business Day, distribute to the Administrative Agent for the account of the Purchasers an amount in U.S. Dollars equal to that amount, if any, that would be required to reduce the Aggregate Investment so that the Sold Interest would not, after giving effect to such application and the Collections and the addition of new Receivables on such day and the resulting automatic recomputation of such Purchase Interests pursuant to Section 1.1(a) as of the end of such day, exceed 100%; provided that (x) the Administrative Agent shall apply such amount, first, to

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reduce all Investments as to which Yield is determined on the basis of the Alternate Base Rate and (y) second, to reduce all Investments as to which Yield is determined on the basis of the LIBOR Rate; provided that in lieu of immediately reducing the Investments as to which Yield is determined on the basis of the LIBOR Rate, the Administrative Agent, at the direction of the Seller, may transfer such amount to the Cash Assets Account and such amount shall be deemed to reduce Aggregate Investment by the amount so held pending application thereof to reduce Investments as to which Yield is calculated on the basis of the LIBOR Rate on the last day of each Yield Period applicable thereto (occurring in chronological order); provided, further, however, that if the Administrative Agent subsequently receives a request from the Collection Agent (if the Collection Agent is the Initial Collection Agent) for a withdrawal of all or a portion of such amounts that are then held in the Cash Assets Account and a Periodic Report demonstrating that the Sold Interest would not exceed 100% after giving effect to such requested withdrawal, then the Administrative Agent shall release such amounts for further application under this Section 2.1(a);

     (iii) third, distribute to the Administrative Agent for deposit into the Cash Assets Account such amount as the Seller, at its option, has specified to the Administrative Agent, which amount shall be deemed to reduce the Aggregate Investment by a corresponding amount; provided, however, that if the Administrative Agent subsequently receives a request from the Collection Agent for a withdrawal of all or a portion of such amounts that are then held in the Cash Assets Account and a Periodic Report demonstrating that the Sold Interest on such day would not exceed 100%, after giving effect to such requested withdrawal, then the Administrative Agent shall release such amounts to the Collection Agent for further application under this Section 2.1(a);

     (iv) fourth, distribute to the Collection Agent (if the Collection Agent is an Originator or an Affiliate of an Originator) the accrued Collection Agent Fee to the extent then due and payable; and

     (v) fifth, reinvest the remainder of such Collections, for the benefit of the Purchasers, which reinvestment shall result in (x) an automatic recomputation of the undivided percentage interest represented by such Purchase Interest pursuant to Section 1.1 as of the end of such day and (y) the payment of such remainder to the applicable Originator; provided, however, that to the extent the

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Administrative Agent, the Co-Collateral Agents or any Purchaser shall be required for any reason to pay over any amount representing Collections which have been previously reinvested for the benefit of such Purchaser pursuant hereto, such amount shall be deemed not to have been so reinvested but rather to have been retained by the Seller and paid over for the account of such Purchaser and, notwithstanding any provision herein to the contrary, such Purchaser shall have a claim for such amount;

provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any amounts described in any of clauses first, second, third, fourth and fifth above, the available funds being applied with respect to any such amounts (unless otherwise specified in such clause) shall be allocated to the payment of the amounts referred to in such clause ratably, based on the proportion of the Purchaser’s, Collection Agent’s, the Administrative Agent’s and the Co-Collateral Agents’ interest (as applicable) in the aggregate outstanding amounts described in such clause.

          (b) Liquidation Settlement Procedures. On each Business Day during the Liquidation Period, the Administrative Agent shall apply the Collections received on such day, and all amounts held in the Cash Assets Account, as follows:

     (i) first, to pay obligations of the Seller to the Administrative Agent and the Co-Collateral Agents under any Transaction Document in respect of any expense reimbursements, Cash Management Obligations, indemnities or other amounts then due to the Administrative Agent and the Co-Collateral Agents;

     (ii) second, to pay obligations of the Seller to the Purchasers under any Transaction Document in respect of any expense reimbursements or indemnities then due to such Persons;

     (iii) third, to the Collection Agent (if the Collection Agent is not an Originator or an Affiliate of an Originator) in payment of the accrued Collection Agent Fee then due and payable, and to the Purchasers in payment of the accrued Unused Commitment Fees then due and payable;

     (iv) fourth, to the Purchasers in payment of the accrued Yield then due and payable;

     (v) fifth, to the Purchasers in reduction (to zero) of the Investments;

     (vi) sixth, to the Purchasers in ratable payment of any other obligations owed by the Seller hereunder or under any other Transaction Document (except for the Collection Agent Fee);

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     (vii) seventh, to the Collection Agent (if the Collection Agent is an Originator or an Affiliate of an Originator) in payment of the accrued Collection Agent Fee then due and payable; and

     (viii) to the extent of any remainder, to the Seller;

provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any amounts described in any of clauses first, second, third, fourth, fifth, sixth and seventh above, the available funds being applied with respect to any such amounts (unless otherwise specified in such clause) shall be allocated to the payment of the amounts referred to in such clause ratably, based on the proportion of the Purchaser’s, Collection Agent’s, the Administrative Agent’s and the Co-Collateral Agents’ interest (as applicable) in the aggregate outstanding amounts described in such clause.

          (c) Distributions Generally. All distributions by the Administrative Agent shall be made ratably within each priority level in accordance with the respective amounts then due each Person included in such level unless otherwise determined by the Administrative Agent. If any part of the Sold Interest in any Collections is applied to pay any amounts payable hereunder that are obligations of the Seller pursuant to Section 1.5(b) and after giving effect to such application the Sold Interest is greater than 100%, the Seller shall pay for distribution in respect of each applicable Purchaser’s Investment as part of the Sold Interest in Collections, to the Collection Agent the amount so applied to the extent necessary so that after giving effect to such payment the Sold Interest is no greater than 100%.

ARTICLE III

Administration and Collections

     Section 3.1 Appointment of Collection Agent. (a) The servicing, administering and collecting of the Receivables shall be conducted by a Person (the “Collection Agent”) designated to so act on behalf of the Purchasers under this Article III. The Initial Collection Agent is hereby designated as, and agrees to perform the duties and obligations of, the Collection Agent. The Initial Collection Agent (and each successor Collection Agent) acknowledges that the Administrative Agent, the Co-Collateral Agents and each Purchaser have relied on the Initial Collection Agent’s agreement to act as Collection Agent (and the agreement of any of the sub-collection agents to so act) in making the decision to execute and deliver this Agreement and agrees that it will not voluntarily resign as Collection Agent nor permit any sub-collection agent to voluntarily resign as a sub-collection agent. At any time after the occurrence of a Collection Agent Replacement Event, the Co-Collateral Agents (with the consent of the Instructing Group) may designate a new Collection Agent to succeed the Initial Collection Agent (or any successor Collection Agent).

          (b) The Collection Agent may, and if requested by the Administrative Agent shall, delegate its duties and obligations as Collection Agent to the Parent or other

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Affiliate (acting as a sub-collection agent). Notwithstanding such delegation, the Collection Agent shall remain primarily liable for the performance of the duties and obligations so delegated, and the Administrative Agent, the Co-Collateral Agents and each Purchaser shall have the right to look solely to the Collection Agent for such performance. The Administrative Agent (with the consent of the Instructing Group) may at any time after the occurrence of a Collection Agent Replacement Event remove or replace any sub-collection agent.

          (c) If replaced, the Collection Agent agrees it will terminate, and will cause each existing sub-collection agent to terminate, its collection activities in a manner requested by the Administrative Agent to facilitate the transition to a new Collection Agent. The Collection Agent shall cooperate with and assist any new Collection Agent (including providing access to, and transferring, all Records and allowing (to the extent permitted by applicable law and contract) the new Collection Agent to use all licenses, hardware or software necessary or desirable to collect the Receivables). The Collection Agent irrevocably agrees to act (if requested to do so) as the data-processing agent for any new Collection Agent in substantially the same manner as the Collection Agent conducted such data-processing functions while it acted as the Collection Agent.

     Section 3.2 Duties of Collection Agent. (a) The Collection Agent shall take, or cause to be taken, all action necessary or advisable to collect each Receivable in accordance with this Agreement, the Credit and Collection Policy and all applicable laws, rules and regulations using the skill and attention the Collection Agent exercises in collecting other receivables or obligations owed solely to it. The Collection Agent shall, in accordance herewith, separately account for (and thereby be deemed to set aside) all Collections to which a Purchaser is entitled. Each party hereto hereby appoints the Collection Agent to enforce such Person’s rights and interests in the Receivables, but (notwithstanding any other provision in any Transaction Document) the Administrative Agent shall at all times after the occurrence of a Collection Agent Replacement Event have the sole right to direct the Collection Agent to commence or settle any legal action to enforce collection of any Receivable.

          (b) If no Termination Event exists and the Collection Agent determines that such action is appropriate in order to maximize the Collections, the Collection Agent may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable (but no such extension shall be for a period more than 30 days) or adjust the outstanding balance of any Receivable. Any such extension or adjustment shall not alter the status of a Receivable as a Defaulted Receivable or Delinquent Receivable or limit any rights of the Administrative Agent, the Co-Collateral Agents or the Purchasers hereunder. If a Termination Event exists, the Collection Agent may make such extensions or adjustments only with the prior consent of the Instructing Group.

          (c) The Collection Agent shall turn over to the Seller, subject to Section 1.5(d), the collections and records for any indebtedness owed to the Seller that is not a Receivable. The Collection Agent shall have no obligation to remit any such funds

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or records to the Seller until the Collection Agent receives evidence (satisfactory to the Administrative Agent) that the Seller is entitled to such items. The Collection Agent has no obligations concerning indebtedness that is not a Receivable other than to deliver the collections and records for such indebtedness to the Seller when required by this Section 3.2(c).

          (d) The Collection Agent shall take all actions necessary to maintain the perfection and priority of the security interest of the Administrative Agent (for the benefit of itself, the Co-Collateral Agents and each Purchaser) in the Receivables, Related Security and Collections.

     Section 3.3 Reports. On or before each Reporting Date (and at such other times covering such other periods as the Administrative Agent or the Instructing Group may reasonably request), the Collection Agent shall deliver to the Administrative Agent a Periodic Report reflecting information as of the close of business of the Collection Agent for the immediately preceding calendar week or calendar month, as applicable (or such other period as may be requested as aforesaid). In addition, the Collection Agent shall deliver to the Administrative Agent daily transaction reports and daily summary Receivable agings on each Business Day.

     Section 3.4 Lock-Box Arrangements. The Seller is hereby authorized to exercise its rights under the Lock-Box Letters and to take all actions permitted under the Lock-Box Letters. The Seller agrees to take any action requested by the Administrative Agent to facilitate the foregoing. The Administrative Agent shall distribute Collections it receives in accordance herewith and shall deliver to the Seller, for distribution under Section 3.2(c), all other amounts it receives from such Lock-Box Account.

     Section 3.5 Enforcement Rights. (a) The Administrative Agent may direct the Obligors and the Lock-Box Banks to make all payments on the Receivables directly to the Administrative Agent or its designees. The Administrative Agent may, and the Seller shall at the Administrative Agent’s request, withhold the identity of the Purchasers from the Obligors and Lock-Box Banks. Upon the Administrative Agent’s request, the Seller (at the Seller’s expense) shall (i) give notice to each Obligor of the Administrative Agent’s ownership of the Sold Interest and direct that payments on Receivables be made directly to the Administrative Agent or its designees, (ii) assemble for the Administrative Agent all Records and collateral security for the Receivables and the Related Security and transfer to the Administrative Agent (or its designees), or (to the extent permitted by applicable law and contract) license to the Administrative Agent (or its designees) the use of, all software useful to collect the Receivables and (iii) segregate in a manner acceptable to the Administrative Agent all Collections, if any, the Seller receives and, promptly upon receipt, remit such Collections in the form received, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designees.

          (b) The Seller hereby irrevocably appoints the Administrative Agent as its attorney-in-fact coupled with an interest, with full power of substitution and with full authority in the place of the Seller, to take any and all steps deemed desirable by the

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Administrative Agent, in the name and on behalf of the Seller to (i) collect any amounts due under any Receivable, including endorsing the name of the Seller on checks and other instruments representing Collections and enforcing such Receivables and the Related Security, and (ii) exercise any and all of the Seller’s rights and remedies under the Purchase Agreement and the Performance Guarantee. The Administrative Agent’s powers under this Section 3.5(b) shall not subject the Administrative Agent to any liability if any action taken by it proves to be inadequate or invalid, nor shall such powers confer any obligation whatsoever upon the Administrative Agent.

          (c) None of the Co-Collateral Agents, the Administrative Agent or any Purchaser shall have any obligation to take or consent to any action to realize upon any Receivable or Related Security or to enforce any rights or remedies related thereto.

     Section 3.6 Collection Agent Fee. On each Payment Date, the Seller shall pay to the Collection Agent a fee as compensation for its services (the “Collection Agent Fee”) equal to (a) at all times an Originator or an Affiliate of any Swift Entity is the Collection Agent, an amount equal to 1.0% of the Aggregate Investment or such other amount as the Seller and the Collection Agent, with the consent of the Administrative Agent, determine is consistent with then-market practice, the receipt and sufficiency of which is hereby acknowledged, and (b) at all times any other Person is the Collection Agent, a reasonable amount agreed upon by the Administrative Agent (with the consent of the Instructing Group) and the new Collection Agent on an arm’s-length basis reflecting rates and terms prevailing in the market at such time.

     Section 3.7 Responsibilities of the Seller. The Seller shall, or shall cause the Collection Agent to, pay when due all Taxes payable in connection with the Receivables. the Related Security, the Collections or their creation or satisfaction. The Seller shall, and shall cause the Collection Agent to, perform all of its obligations under agreements related to the Receivables, the Related Security and the Collections to the same extent as if interests in the Receivables, the Related Security and the Collections had not been transferred hereunder or, in the case of the Initial Collection Agent, under the Purchase Agreement. The Co-Collateral Agents’, the Administrative Agent’s or any Purchaser’s exercise of any rights hereunder shall not relieve the Seller or the Collection Agent from such obligations. None of the Co-Collateral Agents, the Administrative Agent or any Purchaser shall have any obligation to perform any obligation of the Seller or of the Collection Agent or any other obligation or liability in connection with the Receivables, the Related Security or the Collections.

     Section 3.8 Actions by Seller. The Seller shall defend and indemnify the Co-Collateral Agents, the Administrative Agent and each Purchaser against all costs, expenses, claims and liabilities for any action taken by the Seller, the Originators or any other Affiliate of the Seller or of the Originators (whether acting as Collection Agent or otherwise) related to any Receivable or the Related Security, or arising out of any alleged failure of compliance of any Receivable or the Related Security with the provisions of any law, rule or regulation.

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     Section 3.9 Indemnities by the Collection Agent. Without limiting any other rights any Person may have hereunder or under applicable law, the Collection Agent hereby indemnifies and holds harmless each Indemnified Party from and against any and all Indemnified Losses at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to:

     (a) any representation or warranty made by or on behalf of the Collection Agent in this Agreement, any other Transaction Document, any Periodic Report or any other information or report delivered by the Collection Agent pursuant hereto, which shall have been false or incorrect when made;

     (b) the failure by the Collection Agent to comply with any applicable law, rule or regulation related to any Receivable or the Related Security;

     (c) any loss of a perfected security interest (or in the priority of such security interest) as a result of any commingling by the Collection Agent of funds to which the Administrative Agent, the Co-Collateral Agents or any Purchaser is entitled hereunder with any other funds;

     (d) the imposition of any Lien with respect to any Receivable, Related Security or Lock-Box Account as a result of any action taken by the Collection Agent other than any Lien imposed under any Transaction Documents;

     (e) the failure of any Receivable reported by the Collection Agent as part of the Eligible Receivable Balance in any Periodic Report to have been an Eligible Receivable as of the last day of the period for which such Periodic Report was prepared;

     (f) any failure of the Collection Agent to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which the Collection Agent is a party;

     (g) the Performance Guarantee;

     (h) any environmental liability, product liability, personal injury, copyright infringement, theft of services, property damage, or other breach of contract, antitrust, unfair trade practices or tortious claim or other similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of whatever sort relating to any of the Transaction Documents;

     (i) any action or omission of the Collection Agent reducing or impairing the rights of any Purchaser of a Purchase Interest under this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto or with respect to any Receivable;

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     (j) any cancellation or modification of a Receivable, the related contract or any Related Security, whether by written agreement, verbal agreement, acquiescence or otherwise, unless such cancellation or modification was made by or with the express consent of the Co-Collateral Agents or a Collection Agent that is not an Originator or an Affiliate of an Originator;

     (k) any investigation, litigation (other than any litigation between the Collection Agent and an Indemnified Party in which the Collection Agent is the prevailing party) or proceeding related to or arising from this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto, or any transaction contemplated by this Agreement;

     (l) any failure by the Collection Agent to pay when due any Taxes, including without limitation sales, excise or personal property taxes, payable by the Collection Agent in connection with any Receivable or the related contract or any Related Security with respect thereto;

     (m) any claim brought by any Person other than an Indemnified Party arising from any activity of the Collection Agent in servicing, administering or collecting any Receivable; or

     (n) the failure or alleged failure of compliance of any Collections with the provisions of any law, rule or regulation.

whether arising by reason of the acts to be performed by the Collection Agent hereunder or otherwise, excluding only Indemnified Losses to the extent (x) a final judgment of a court of competent jurisdiction determined that such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (y) solely due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Collection Agent for uncollectible Receivables, or (z) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Administrative Agent, the Co-Collateral Agents or any Purchaser computed in accordance with the Intended Tax Characterization; provided, however, that nothing contained in this sentence shall limit the liability of the Collection Agent or limit the recourse of the Administrative Agent, the Co-Collateral Agents and each Purchaser to the Collection Agent for any amounts otherwise specifically provided to be paid by the Collection Agent hereunder.

     Section 3.10 Further Assurances.

          (a) The Seller and the Collection Agent each agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary, or that the Administrative Agent may (whether at the direction of the Instructing Group or otherwise) reasonably request, in order to perfect, protect or more fully evidence or maintain the validity and effectiveness of the Purchase Interests purchased by the Purchasers hereunder, to carry

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out more effectively the purposes of the Transaction Documents and to enable the Administrative Agent or the Co-Collateral Agents to exercise and enforce any of their respective rights and remedies under the Transaction Documents. Without limiting the generality of the foregoing, the Seller and the Collection Agent each will, in order to perfect, protect or evidence such Purchase Interests: (i) file or cause to be filed such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices as the Administrative Agent may reasonably request; (ii) from and after the date hereof, mark conspicuously each invoice evidencing each Receivable with a legend stating that such Receivable and related contract has been sold, transferred and assigned to the Seller; and (iii) mark its master data processing records evidencing such Receivables and related contracts with such legend. The Collection Agent also agrees to provide to the Administrative Agent from time to time upon request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Transaction Documents.

          (b) The Seller hereby authorizes the Administrative Agent to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relating to all or any of the contracts, or Receivables and the Related Security and Collections with respect thereto, now existing or hereafter arising, without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement or any financing statement covering all or any of the contracts, or Receivables and the Related Security and Collections with respect thereto shall be sufficient as a financing statement where permitted by law.

          (c) If the Collection Agent or the Seller fails to perform any agreement contained herein, then after notice to the Collection Agent or the Seller, as applicable, the Administrative Agent may itself perform, or cause performance of, such agreement, and the reasonable costs and expenses of the Administrative Agent incurred in connection therewith shall be payable by the Seller under Section 6.1 or Section 6.3, as applicable.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

     Section 4.1 Representations and Warranties of the Seller. The Seller represents and warrants to the Co-Collateral Agents, the Administrative Agent and each Purchaser, as of the date hereof and each date on which Receivables are transferred hereunder, that:

     (a) Corporate Existence and Power. Each of the Seller and each Swift Entity is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has all corporate power and authority and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is now conducted, except where failure to obtain such license, authorization, consent or approval would not have an adverse effect on (i) its ability to perform its obligations under,

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or the enforceability of, any Transaction Document, (ii) its business or financial condition, (iii) the interests of the Co-Collateral Agents, the Administrative Agent or any Purchaser under any Transaction Document or (iv) the enforceability or collectibility of a material portion of the Receivables.

     (b) Corporate Authorization and No Contravention. The execution, delivery and performance by each of the Seller and each Swift Entity of each Transaction Document to which it is a party and the creation of all security interests provided for herein and therein (i) are within its corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene or constitute a default under (A) any applicable law, rule or regulation, (B) its or any Subsidiary’s charter or by-laws or (C) any agreement, order or other instrument to which it or any Subsidiary is a party or its property is subject and (iv) will not result in any Lien on any Receivable, the Related Security or Collection or give cause for the acceleration of any indebtedness of the Seller or any Swift Entity.

     (c) No Consent Required. No approval, authorization or other action by, or filings with, any Governmental Authority or other Person (other than the parties hereto) is required in connection with the execution, delivery and performance by the Seller or any Swift Entity of any Transaction Document to which it is a party or any transaction contemplated thereby.

     (d) Binding Effect. Each Transaction Document to which the Seller or any Swift Entity is a party constitutes the legal, valid and binding obligation of such Person enforceable against that Person in accordance with its terms, except as limited by bankruptcy, insolvency, or other similar laws of general application relating to or affecting the enforcement of creditors’ rights generally and subject to general principles of equity.

     (e) Perfection of Ownership Interest. Except with respect to the interest in Receivables transferred pursuant to the Initial Purchase, immediately preceding its sale of Receivables to the Seller, the applicable Originator was the owner of, and effectively sold, such Receivables to the Seller, free and clear of any Lien. The Seller owns the Receivables, Related Security and Collections free of any Lien other than the interests of the Purchasers (through the Administrative Agent) therein that are created hereby, and each Purchaser shall at all times have a valid undivided percentage ownership interest, which shall be a first priority perfected security interest for purposes of Article 9 of the applicable Uniform Commercial Code, in the Receivables, Related Security and Collections to the extent of its Purchase Interest then in effect. Other than the ownership or security interest granted to the Administrative Agent (for the benefit of itself, the Co-Collateral Agents and each Purchaser) pursuant to this Agreement, the Seller has not pledged, assigned, sold or granted a security interest in, or otherwise conveyed, the Receivables, Related Security or the Collections. The Seller has not authorized the filing of and is not aware of any financing statements against

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the Seller or any Originator that include a description of collateral covering the Receivables, Related Security or the Collections other than any financing statement relating to the security interest granted to the Administrative Agent hereunder or with respect to which a UCC termination statement has been filed on or prior to the date hereof. The Administrative Agent has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under the applicable law in order to perfect the conveyance of Receivables by Seller hereunder.

     (f) Accuracy of Information. All information furnished by the Seller, any Swift Entity or any Affiliate of any such Person to the Co-Collateral Agents, the Administrative Agent or any Purchaser in connection with any Transaction Document, or any transaction contemplated thereby, is true and accurate in all material respects (and is not incomplete by omitting any information necessary to prevent such information from being materially misleading).

     (g) No Actions, Suits. Except as disclosed on Schedule III attached hereto or in financial statements and/or notices delivered on or prior to the date of this Agreement, there are no actions, suits or other proceedings (including matters relating to environmental liability) pending or threatened against or affecting the Seller or any Swift Entity, or any of their respective properties, that (i) if adversely determined, in the aggregate, may have a Material Adverse Effect on the Seller or any Swift Entity or on the collectibility of a material portion of the Receivables or (ii) involve any Transaction Document or any transaction contemplated thereby. None of the Seller or any Swift Entity is in default of any contractual obligation or in violation of any order, rule or regulation of any Governmental Authority, which default or violation may have a Material Adverse Effect.

     (h) No Material Adverse Effect. Since December 31, 2007, there has been no Material Adverse Effect.

     (i) Accuracy of Exhibits; Lock-Box Arrangements. All information on Exhibits C-E (listing offices and names of the Seller and the Originators and where they maintain Records; the Subsidiaries; and Lock-Boxes) is true and complete, subject to any changes permitted by, and notified to the Administrative Agent and the Co-Collateral Agents in accordance with, Article V. None of the Seller’s or Originators’ jurisdictions of organization, chief executive offices and principal places of business have changed within the past 12 months (or such shorter period as the Seller has been in existence). Neither the Seller nor the Originators has been known by or used any corporate, fictitious or trade name other than a name set forth on Exhibit D. Exhibit D lists the federal employer identification numbers of the Seller and the Originators. The Seller has delivered a copy of all Lock-Box Agreements to the Administrative Agent. The Seller has not granted any Lien in any Lock-Box or Lock-Box Account to any Person other than the Administrative Agent (for the benefit of itself, the Co-Collateral Agents

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and each Purchaser) and, upon delivery to a Lock-Box Bank of the related Lock-Box Letter, the Administrative Agent will have exclusive ownership and control of the Lock-Box Account at such Lock-Box Bank.

     (j) Sales by the Originators. Each sale by the Originators to the Seller of an interest in Receivables, Related Security and the Collections has been made in the ordinary course of business and in accordance with the terms of the Purchase Agreement, the Credit Agreement and the Indentures, including the payment by the Seller to the Originators of the purchase price described in the Purchase Agreement. Each such sale has been made for “reasonably equivalent value” (as such term is used in Section 548 of the Bankruptcy Code) and not for or on account of “antecedent debt” (as such term is used in Section 547 of the Bankruptcy Code) owed by the applicable Originator to the Seller.

     (k) ERISA. The Seller has not maintained, contributed to or incurred or assumed any obligation with respect to any Plan, Multiemployer Plan or Welfare Plan, except such obligation or contingent obligation that arises as a matter of law solely as a result of an ERISA Affiliate’s sponsorship of a Plan, Multiemployer Plan or Welfare Plan.

     (l) Credit and Collection Policy. The Seller has not extended or modified the terms of any Receivable or the contract under which any such Receivable arose, except in accordance with the Credit and Collection Policy.

     (m) Tax. The Seller has filed, or caused to be filed or be included in, all tax reports and returns (federal, state, local and foreign), if any, required to be filed by it and paid, or caused to be paid, all amounts of Taxes, including interest and penalties, required to be paid by it, except for such Taxes (i) as are being contested in good faith by proper proceedings and (ii) against which adequate reserves shall have been established in accordance with and to the extent required by GAAP, but only so long as the proceedings referred to in clause (a) above would not subject the Co-Collateral Agents, the Administrative Agent or any other Indemnified Party to any civil or criminal penalty or liability or involve any material risk of the loss, sale or forfeiture of any property, rights or interests included in the Receivables, the Related Security, the Collections, the Purchase Agreement, the Lock-Box Accounts or proceeds thereof.

     (n) Investment Company Act. The Seller is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended from time to time, or any successor statute.

     (o) Solvency. Both before and after giving effect to (i) each Purchase to be made on the date hereof or such other date as Purchases requested hereunder are made, (ii) the disbursement of the proceeds of any Investment, (iii) the consummation of each other transaction contemplated by the other Transaction

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Documents and (iv) the payment and accrual of all transaction costs in connection with the foregoing, the Seller is Solvent.

     (p) Eligible Receivables. Each Receivable which the Seller or the Initial Collection Agent has identified as comprising part of the Eligible Receivable Balance as of the date of any calculation of the Sold Interest as part of the Eligible Receivable Balance in a Periodic Report was an Eligible Receivable as of the date of such calculation.

     (q) Lock-Box Arrangements. The Seller has delivered a copy of all Lock-Box Agreements to the Administrative Agent. The Seller has not granted any interest in any Lock-Box or Lock-Box Account to any Person other than (i) the Administrative Agent and (ii) Persons whose interests therein have been terminated on or prior to the date hereof and, upon delivery to a Lock-Box Bank of the related Lock-Box Letter, the Administrative Agent will have the right to exercise exclusive ownership and control of the Lock-Box Account at such Lock-Box Bank in accordance with the provisions of the related Lock-Box Letter.

     (r) Margin Regulation. The Seller is not engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.

     (s) Designation of Seller as “Receivables Subsidiary”, Etc. The Seller has been properly designated as a “Receivables Subsidiary” under and as defined in the Credit Agreement and the Indentures. The transactions contemplated by this Agreement and the other Transaction Documents, including, without limitation, the sales of Receivables, Related Security and proceeds thereof made by the Seller to the Purchasers from time to time pursuant to this Agreement, constitute “Qualified Receivables Transactions” under and as such term is defined in the Credit Agreement and the Indentures.

     (t) Location of Records. All Records are kept at a location owned and controlled by the Initial Collection Agent or one or more of the Swift Entities that have executed the Performance Guarantee.

     Section 4.2 Representations and Warranties of the Initial Collection Agent. The Initial Collection Agent represents and warrants to the Co-Collateral Agents, the Administrative Agent and each Purchaser, as of the date hereof and each date on which Receivables are transferred hereunder, that:

     (a) Reserved.

     (b) Margin Regulations; Investment Company Act. The Collection Agent is not engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the

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meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. The Initial Collection Agent is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended from time to time, or any successor statute.

     (c) Accuracy of Exhibits. All information on Exhibits C and D is true and complete, subject to any changes permitted by, and notified to the Administrative Agent and the Co-Collateral Agents in accordance with Article V. The Initial Collection Agent’s jurisdiction of organization, chief executive office and principal place of business has not changed within the past 12 months. The Initial Collection Agent has not been known by or used, any corporate, fictitious or trade name other than the name set forth in Exhibit D.

     (d) Eligible Receivables. Each Receivable which the Initial Collection Agent has identified as comprising part of the Eligible Receivable Balance as of the date of any calculation of the Sold Interest as part of the Eligible Receivable Balance in a Periodic Report was an Eligible Receivable as of the date of such calculation; provided that in no event shall the Administrative Agent, the Co-Collateral Agents or any Purchaser have any recourse against the Initial Collection Agent under this clause (d) for any determination that a Receivable in its good faith and to its knowledge reported as eligible in a prior Periodic Report no longer comprises part of the Eligible Receivable Balance.

     (e) Taxes. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Collection Agent has (x) timely filed all tax returns required to be filed and all such tax returns are true and correct, (y) timely paid all Taxes levied or imposed upon it or its properties (whether or not shown on a tax return), and (z) satisfied all of its Tax withholding obligations; (ii) there are no current, pending or threatened audits, examinations or claims with respect to Taxes of any Swift Entity and (iii) the Collection Agent and each of its Subsidiaries has not in the three years prior to the date hereof participated in a listed transaction within the meaning of Treasury Regulation Section 1.6011-4.

     (f) ERISA Compliance. (i) Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other Federal or state laws.

     (ii) (x) No ERISA Event has occurred or is reasonably expected to occur and (y) neither the Collection Agent nor any of its Subsidiaries nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 5.11(b), as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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     (iii) Except where noncompliance could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (x) each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, and (y) no Swift Entity has incurred any obligation in connection with the termination of or withdrawal from any Foreign Plan.

     (g) Disclosure. As of the date hereof, no report, financial statement, certificate or other written information furnished by or on behalf of the Collection Agent or any of its subsidiaries to any of the Administrative Agent, the Co-Collateral Agents or Purchasers in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Transaction Document (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or, as of the date hereof only, omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information and pro forma financial information, the Collection Agent represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material.

     (h) Anti-Terrorism Laws. No Swift Entity thereof (i) is, or is controlled by or is acting on behalf of, a Terrorism Party; (ii) has received funds or other property from a Terrorism Party; (iii) is in breach of or is the subject of any action or investigation under any Anti-Terrorism Law or (iv) has not taken reasonable measures to ensure compliance with the Anti-Terrorism Laws.

     (i) Credit and Collection Policy. The Collection Agent has complied with the Credit and Collection Policy in all material respects and since the date of this Agreement there has been no change in the Credit and Collection Policy except as permitted hereunder. The Collection Agent has not extended or modified the terms of any Receivable or the contract under which any such Receivable arose, except in accordance with the Credit and Collection Policy.

     (j) Contracts, Pool Receivables, Related Security and Collections. No effective financing statement or other instrument similarly in effect covering any contract or any Receivable, Related Security or Collections with respect thereto is on file in any recording office, except those filed in favor of the Administrative Agent relating to this Agreement or in favor of the Seller and the Administrative Agent relating to the Purchase Agreement.

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ARTICLE V

COVENANTS

     Section 5.1 Covenants of the Seller and the Collection Agent. The Seller and the Collection Agent (as applicable) hereby covenant and agree to comply with the following covenants and agreements, unless the Administrative Agent (with the consent of the Instructing Group) shall otherwise consent:

     (a) Financial Reporting. The Seller will, and will cause each Swift Entity to, maintain a system of accounting established and administered in accordance with GAAP and will furnish to the Administrative Agent and the Co-Collateral Agents:

     (i) Annual Financial Statements. Within 90 days after each fiscal year of (A) the Parent, copies of its annual audited financial statements (including a consolidated balance sheet, consolidated statement of income and retained earnings and statement of cash flows, with related footnotes, but without qualification or exception) certified by independent certified public accountants satisfactory to the Co-Collateral Agents and prepared on a consolidated basis in conformity with GAAP, and (B) the Seller, the unaudited annual balance sheet for the Seller and an unaudited annual profit and loss statement for the Seller certified by a Designated Financial Officer thereof, in each case prepared on a consolidated basis in conformity with GAAP as of the close of such fiscal year for the fiscal year then ended, together with a certificate of a Designated Financial Officer stating that such financial statements present fairly, in all material respects, the financial position of the relevant Swift Entity as at the dates indicated and the results of its operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes that shall have been disclosed in the notes to the financial statements) and that, to the best knowledge of such Designated Financial Officer after due inquiry, no Termination Event or Potential Termination Event has occurred and is continuing;

     (ii) Quarterly Financial Statements. Beginning with the second quarter of 2008, within 45 days after each (except the last) fiscal quarter of each fiscal year of (A) the Parent, copies of its unaudited financial statements (including at least a consolidated balance sheet as of the close of such quarter and statements of earnings and sources and applications of funds for the period from the beginning of the fiscal year to the close of such quarter) certified by a Designated Financial Officer and prepared in a

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manner consistent with the financial statements described in Section 5.l(a)(i)(A) and (B) the Seller, the unaudited quarterly balance sheet for the Seller and an unaudited profit and loss statement for the Seller for the period from the beginning of such fiscal year to the close of such quarter, in each case certified by a Designated Financial Officer thereof and prepared in a manner consistent with Section 5.1(a)(i)(B), together with a certificate of a Designated Financial Officer stating that such financial statements present fairly, in all material respects, the financial position of the relevant Swift Entity as at the dates indicated and the results of its operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior quarters (except for changes that shall have been disclosed in the notes to the financial statements) and that, to the best knowledge of such Designated Financial Officer after due inquiry, no Termination Event or Potential Termination Event has occurred and is continuing;

     (iii) Credit Agreement Reports. Promptly upon becoming available, a copy of each Annual Report, Quarterly Report and Current Report provided by or on behalf of the Swift Entities or, to the extent reasonably available, their Affiliates to the lenders under the Credit Agreement;

     (iv) Public Reports. Promptly upon becoming available, a copy of each report or proxy statement filed by the Parent with the Securities Exchange Commission or any securities exchange; and

     (v) Other Information. Promptly, from time to time, such other information regarding the operations, business affairs and financial condition of each Swift Entity and, to the extent reasonably available, its Affiliates as may be requested by the Co-Collateral Agents, the Administrative Agent or any Purchaser.

     (b) Notices. Promptly and in any event within three days upon becoming aware of any of the following the Seller will notify the Administrative Agent (and the Administrative Agent shall promptly notify the Purchasers of) and provide a description of:

     (i) Potential Termination Events. The occurrence of any Potential Termination Event;

     (ii) Representations and Warranties. The failure of any representation or warranty of any Swift Entity in any Transaction

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Document to be true (when made or at any time thereafter) in any material respect;

     (iii) Litigation. The institution of any litigation, arbitration proceeding or governmental proceeding that could result in a liability in excess of the Threshold Amount to any Swift Entity or any Affiliate thereof or that could impair the collectibility or quality of a material portion of the Receivables, the Related Security or the Collections;

     (iv) Judgments. The entry of any judgment or decree against the Seller or any Swift Entity if the aggregate amount of all judgments then outstanding against the Seller and the Swift Entities exceeds the Threshold Amount;

     (v) Changes in Business. Any change in, or proposed change in, the character of any Swift Entity’s business that has impaired or could reasonably be expected to impair the collectibility or quality of a material portion of the Receivables, the Related Security or the Collections; or

     (vi) Material Adverse Effect. Any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect.

     (c) Conduct of Business. The Seller will perform, and will cause each Swift Entity to perform, and the Collection Agent will perform, all actions necessary to remain duly incorporated, validly existing and in good standing in its jurisdiction of incorporation and to maintain all requisite authority to conduct its business in each jurisdiction in which it conducts business.

     (d) Compliance with Laws. The Seller will comply, and will cause each Swift Entity to comply, and the Collection Agent will comply, with all laws, regulations, judgments and other directions or orders imposed by any Governmental Authority to which such Person or any Receivable, any Related Security or Collection may be subject.

     (e) Furnishing Information and Inspection of Records. The Seller and the Collection Agent will furnish to the Co-Collateral Agents, the Administrative Agent and the Purchasers such information concerning the Receivables, the Related Security and the Collections as the Co-Collateral Agents, the Administrative Agent or a Purchaser may request. The Seller will, and will cause each Originator to, permit, and the Collection Agent will permit, at any time during regular business hours, the Co-Collateral Agents, the Administrative Agent or any Purchaser (or any representatives thereof) (i) to examine and make copies of all Records, (ii) to visit the offices and properties of the Seller for the purpose

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of examining the Records and (iii) to discuss matters relating hereto with any of the Seller’s or such Originator’s officers, directors, employees or independent public accountants having knowledge of such matters. Twice a year (or more frequently in the Administrative Agent’s or the Co-Collateral Agents’ judgment during the occurrence and continuation of a Termination Event), the Administrative Agent or the Co-Collateral Agents may (at the expense of the Seller based upon the following: (i) a fee of $1,000 per day, per auditor, plus out-of-pocket expenses for each audit performed by personnel employed by the Administrative Agent, or (ii) the actual charges paid or incurred by the Administrative Agent if it elects to employ the services of an independent public accounting firm) conduct or have an independent public accounting firm conduct an audit of the Records or make test verifications and/or field audits of the Receivables, the Related Security and Collections; provided that prior to the occurrence of a Termination Event, the Administrative Agent or the Co-Collateral Agents may conduct or have an independent public accounting firm conduct an audit of the Records or make test verifications and/or field audits of the Receivables, the Related Security and Collections in excess of twice a year in the Administrative Agent’s or the Co-Collateral Agents’ sole discretion at the Administrative Agent’s or the Co-Collateral Agents’ own expense, as applicable.

     (f) Keeping Records. (i) The Seller will, and will cause each Originator to, and the Collection Agent will, have and maintain (A) administrative and operating procedures (including an ability to recreate Records if originals are destroyed), (B) adequate facilities, personnel and equipment and (C) all Records and other information necessary or advisable for collecting the Receivables (including Records adequate to permit the immediate identification of each new Receivable and all Collections of, and adjustments to, each existing Receivable). The Seller and the Collection Agent will give the Administrative Agent prior notice of any material change in such administrative and operating procedures. All Records shall be kept at a location owned and controlled by the Initial Collection Agent or one or more of the Swift Entities that have executed the Performance Guarantee.

     (ii) The Seller will, (A) at all times from and after the date hereof, clearly and conspicuously mark its computer and master data processing books and records with a legend describing the Administrative Agent’s and the Purchasers’ interest in the Receivables, the Related Security and the Collections and (B) upon the request of the Administrative Agent in the case of Receivables constituting chattel paper, so mark each contract relating to a Receivable and deliver to the Administrative Agent, all such contracts (including all multiple originals of such contracts), with any appropriate endorsement or assignment, or segregate (from all other receivables then owned or being serviced by the Seller) the Receivables and all contracts relating to each Receivable and hold

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in trust and safely keep such contracts so legended in separate filing cabinets or other suitable containers at such locations as the Administrative Agent may specify.

     (g) Perfection. (i) The Seller will, and will cause each Originator to, at its expense, promptly execute and deliver all instruments and documents and take all action necessary or requested by the Administrative Agent (including the execution and filing of financing or continuation statements, amendments thereto or assignments thereof) to enable the Administrative Agent, the Co-Collateral Agents and the Purchasers to exercise and enforce all their rights hereunder and to vest and maintain vested in the Administrative Agent a valid, first priority perfected security interest in the Receivables, the Related Security the Collections, the Purchase Agreement, the Lock-Box Accounts and proceeds thereof free and clear of any Lien (and a perfected ownership interest in the Receivables, the Related Security and Collections to the extent of the Sold Interest). The Administrative Agent is hereby authorized to sign and file any continuation statements, amendments thereto and assignments thereof without the Seller’s signature. The Seller hereby authorizes and appoints the Administrative Agent as its designees to sign and file any continuation statements, amendments thereto and assignments thereof against each Originator.

     (ii) The Seller will, and will cause each Originator to, only change its name, identity or corporate structure or relocate its chief executive office or the Records following 30 days advance notice to the Administrative Agent and the delivery to the Administrative Agent of all financing statements, instruments and other documents (including direction letters) requested by the Administrative Agent or the Co-Collateral Agents.

     (iii) Each of the Seller and each Originator will at all times be organized under the laws of a jurisdiction in the United States of America (other than in the states of Florida, Maryland and Tennessee) in which Article 9 of the UCC is in effect. If the Seller or any Originator is located in, or organized under the laws of, a jurisdiction that imposes Taxes, fees or other charges to perfect the Administrative Agent’s and the Purchasers’ interests hereunder or the Seller’s interests under the Purchase Agreement, the Seller will pay all such amounts and any other costs and expenses incurred in order to maintain the enforceability of the Transaction Documents, the Sold Interest and the interests of the Administrative Agent, the Co-Collateral Agents and the Purchasers in the Receivables, the Related Security, Collections, Purchase Agreement and Lock-Box Accounts.

     (h) Performance of Duties. The Seller will perform, and will cause each Swift Entity and the Collection Agent (if an Affiliate) to perform, and the

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Collection Agent will perform, its respective duties or obligations in accordance with the provisions of each of the Transaction Documents. The Seller (at its expense) will, and will cause each Swift Entity to, and the Collection Agent will, (i) fully and timely perform in all material respects all agreements required to be observed by it in connection with each Receivable, (ii) comply in all material respects with, and originate and service the Receivables in accordance with, the Credit and Collection Policy, and (iii) refrain from any action that may impair the rights of the Administrative Agent, the Co-Collateral Agents or the Purchasers in the Receivables, the Related Security, Collections, Purchase Agreement or Lock-Box Accounts.

     (i) Payments on Receivables, Accounts. The Seller will, and will cause each Originator to, at all times instruct all Obligors to deliver payments on the Receivables to a Lock-Box Account. If any such payments or other Collections are received by the Seller or any Originator, it shall hold such payments in trust for the benefit of the Administrative Agent, the Co-Collateral Agents and the Purchasers and promptly (but in any event within one Business Day after receipt) remit such funds into a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Letter. The Seller will not permit the funds of any Affiliate or any funds not constituting either Collections or any other funds to which the Administrative Agent, the Co-Collateral Agents or any Purchaser is entitled to be deposited into any Lock-Box Account. If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly identify such funds for segregation. The Seller will not, and will not permit any Collection Agent or other Person to, and the Collection Agent will not, commingle Collections or other funds to which the Administrative Agent, the Co-Collateral Agents or any Purchaser is entitled with any other funds. The Seller shall only add, and shall only permit the Originators to add, a Lock-Box Bank, Lock-Box, or Lock-Box Account to those listed on Exhibit E if the Administrative Agent and the Co-Collateral Agents have received notice of such addition, a copy of any new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Letter substantially in the form of Exhibit F (with such changes as are acceptable to the Administrative Agent) from any new Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or Lock-Box, or close a Lock-Box Account, upon 30 days advance notice to the Administrative Agent.

     (j) Sales and Liens Relating to Receivables. Except as otherwise provided herein, the Seller will not, and will not permit the Originators to, (by operation of law or otherwise) dispose of or otherwise transfer, or create or suffer to exist any Lien upon, any Receivable or any proceeds thereof.

     (k) Extension or Amendment of Receivables. Except as otherwise permitted in Section 3.2(b) and then subject to Section 1.5, the Seller will not, and will not permit the Originators to, and the Collection Agent will not, extend, amend, rescind or cancel any Receivable.

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     (l) Change in Business or Credit and Collection Policy. The Seller and the Collection Agent will not make any material change in the character of their respective business and will not, and will not permit any Originator to, make any material change to the Credit and Collection Policy without the prior written consent of the Co-Collateral Agents.

     (m) Certain Agreements. The Seller shall not (and shall not permit any Originator to) and the Collection Agent shall not amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of Seller’s certificate of incorporation or by-laws. The Seller and the Collection Agent shall exercise their respective rights and remedies under the Purchase Agreement only in accordance with the written instructions of the Co-Collateral Agents.

     (n) Other Business. The Seller shall not (i) engage in any business other than the transactions contemplated by the Transaction Documents, (ii) create, incur or permit to exist any indebtedness of any kind (or cause or permit to be issued for its account any letters of credit or bankers’ acceptances) other than pursuant to this Agreement or the Subordinated Notes, or (iii) form any Subsidiary or make any investments in any other Person; provided, however, that the Seller may incur minimal obligations to the extent necessary for the day-to-day operations of the Seller (such as expenses for stationery, audits, maintenance of legal status, etc.). The Seller shall not incur or permit to exist in respect of it any indebtedness for borrowed money of any kind (or cause or permit to be issued for its account any letters of credit or bankers’ acceptances) other than pursuant to this Agreement or the Subordinated Notes.

     (o) Nonconsolidation. The Seller shall operate in such a manner that the separate corporate existence of the Seller would not be disregarded in the event of the bankruptcy or insolvency of any Swift Entity and Affiliate thereof and, without limiting the generality of the foregoing:

     (i) the Seller shall not engage in any activity other than those activities expressly permitted under the Seller’s organizational documents and the Transaction Documents, nor will the Seller enter into any agreement other than this Agreement, the other Transaction Documents to which it is a party and, with the prior written consent of the Administrative Agent, any other agreement necessary to carry out more effectively the provisions and purposes hereof or thereof;

     (ii) to the extent the Seller’s office is located in the offices of any Affiliate of the Seller, the Seller shall at all times pay fair market rent for such office space and a fair share of any overhead costs associated therewith;

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     (iii) the Seller shall cause the financial statements, books, accounting records and other corporate documents and records of the Seller and the Originators to reflect the separate corporate existence of the Seller;

     (iv) except as otherwise expressly permitted hereunder, under the other Transaction Documents and under the Seller’s organizational documents, the Seller shall not permit any Swift Entity or Affiliate thereof to (A) pay the Seller’s expenses, (B) guarantee the Seller’s obligations, or (C) advance funds to the Seller for the payment of expenses or otherwise;

     (v) the Seller will not act as agent for any Swift Entity or Affiliate, but instead will present itself to the public as a corporation separate from each such Person and independently engaged in the business of purchasing and financing Receivables;

     (vi) the Seller will not commingle its assets with those of any Swift Entity or Affiliate or any other entity, and not hold itself out as being liable for the debts of another,

     (vii) the Seller will maintain the Seller’s books of account and payroll (if any) separate from those of any Swift Entity or Affiliate;

     (viii) the Seller will act solely in its corporate name and through its own authorized officers and agents, invoices and letterhead in a manner designed not to mislead third parties as to the separate identity of the Seller;

     (ix) the Seller will not permit any Swift Entity or Affiliate to mislead third parties by conducting or appearing to conduct business on behalf of the Seller or expressly or impliedly representing or suggesting that any Swift Entity or Affiliate is liable or responsible for the debts of the Seller or that the assets of such Swift Entity or Affiliate are available to pay the creditors of the Seller;

     (x) the Seller will maintain an arm’s-length relationship with each Originator and will separately manage its liabilities from those of any Swift Entity or Affiliate and pay its own liabilities, including all administrative expenses, from its own separate assets, provided that the Seller’s stockholder or other Affiliates may pay certain of the organizational costs of the Seller, and the Seller shall reimburse any Affiliate for its allocable portion of shared expenses paid by such Affiliate;

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     (xi) the Seller will pay from its own assets all obligations and indebtedness of any kind incurred by the Seller;

     (xii) the Seller shall continuously maintain the resolutions, agreements and other instruments underlying the transactions described in the Transaction Documents as official records;

     (xiii) the Seller shall, and shall cause each Swift Entity to, comply with and not act contrary to (and cause to be true and correct) each of the facts and assumptions contained in the opinions of Snell & Wilmer L.L.P. delivered pursuant to the Transaction Documents; and

     (xiv) the Seller shall at all times have at least one Independent Director (as defined in the Certificate of Incorporation of the Seller as of the date hereof) on its board of directors.

     (p) Mergers, Consolidations and Acquisitions. The Seller shall not merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any other Person (whether directly by purchase, lease or other acquisition of all or substantially all of the assets of such Person or indirectly by purchase or other acquisition of all or substantially all of the capital stock of such other Person) other than the acquisition of the Receivables and Related Security pursuant to the Purchase Agreement.

     (q) Payment of Taxes. The Seller shall pay and discharge before the same shall become delinquent, all lawful governmental claims, Taxes, assessments, charges and levies, except where contested in good faith, by proper proceedings and adequate reserves therefor have been established on the books of the Seller in conformity with GAAP.

     (r) Compliance with Organization Documents. The Seller shall comply with, and cause compliance with, the provisions of the organization documents of the Seller delivered to the Administrative Agent pursuant to Section 7.1(a) as the same may, from time to time, be amended, supplemented or otherwise modified with the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed).

     (s) Restricted Payments. The Seller shall not directly or indirectly, declare, order, pay, make or set apart any sum for any redemption, retirement or cancellation of the Seller’s Equity Interests or any Subordinated Note other than pursuant to or in accordance with the Transaction Documents, provided that payment of dividends by the Seller to its parent, Swift Transportation

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Corporation, shall be permitted so long as no amounts are due and owing to any of the Co-Collateral Agents, the Administrative Agent or the Purchasers at such time and the Sold Interest is less than 100%.

     (t) Accounting. Except as required in connection with any changes in applicable law or GAAP made after the date hereof, the Seller shall not account for, and the Collection Agent shall not cause or permit the Seller to account for (including for accounting and tax purposes) or otherwise treat the transactions contemplated by the Purchase Agreement in any manner other than as sales of Receivables by any Originator to the Seller, or account for (other than for tax purposes) or otherwise treat the transactions contemplated by this Agreement in any manner other than as sales of Purchase Interests by the Seller to the Administrative Agent for the account of the Purchasers.

     (u) Affiliate Transactions. Except as contemplated or permitted by the Transaction Documents, the Seller shall not enter into any other transaction directly or indirectly with or for the benefit of any Affiliate of the Seller other than as permitted by Section 5.1(s) hereof.

     (v) ERISA. The Seller shall not adopt, maintain, contribute to or incur or assume any obligation with respect to any Plan, Multiemployer Plan or Welfare Plan, except such obligation or contingent obligation that arises as a matter of law solely as a result of an ERISA Affiliate’s sponsorship of a Plan, Multiemployer Plan or Welfare Plan.

     (w) Purchase Agreement. The Seller shall not (i) cancel or terminate the Purchase Agreement or consent to or accept any cancellation or termination thereof, (ii) amend, supplement or otherwise modify any term or condition of the Purchase Agreement or give any consent, waiver or approval thereunder, (iii) waive any default under or breach of the Purchase Agreement or (iv) take any other action under the Purchase Agreement not required by the terms thereof that would impair the value of any Receivables or the rights or interests of the Seller thereunder or of the Administrative Agent, the Co-Collateral Agents, any Purchaser or Indemnified Party hereunder or thereunder.

     (x) Voluntary Petitions. The Collection Agent shall not cause the Seller to file a voluntary petition under the Bankruptcy Code or any other bankruptcy or insolvency laws.

     (y) Limitations on Certain Modifications to Credit Agreement and Indentures. The Seller and the Collection Agent will not make or consent to, and will not permit any Originator to, make or consent to, any amendment or modification to the definition of “Receivables Assets”, “Receivables Subsidiary”, “Receivables Transaction”, “Qualified Receivables Transaction” or “Standard Securitization Undertakings” as such terms are defined in the Credit Agreement and the Indentures as in effect on the date hereof, without the prior written

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consent of the Co-Collateral Agents such consent not to be unreasonably withheld, provided, however, without limiting the rights of the Co-Collateral Agents, it shall be reasonable for the Co-Collateral Agents to withhold consent if such amendment or modification would make the Agreement and any transaction contemplated hereunder not permitted under the Credit Agreement or Indentures, or adversely impact the Receivables, the Related Security or the proceeds thereof, or any sale thereof or the granting of any Lien thereon in connection with the securitization transactions contemplated by this Agreement and the other Transaction Documents.

ARTICLE VI

INDEMNIFICATION

     Section 6.1 Indemnities by the Seller. Without limiting any other rights any Person may have hereunder or under applicable law, the Seller hereby indemnifies and holds harmless, on an after-Tax basis, each Indemnified Party from and against any and all Indemnified Losses at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby or any action taken or omitted by any of the Indemnified Parties (including any action taken by the Administrative Agent or the Co-Collateral Agents as attorney-in-fact for the Seller pursuant to Section 3.5(b)), whether arising by reason of the acts to be performed by the Seller hereunder or otherwise, excluding only Indemnified Losses to the extent (x) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (y) solely due to the credit risk of the Obligor and for which reimbursement would constitute recourse to the Seller or the Collection Agent for uncollectible Receivables or (z) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Administrative Agent, the Co-Collateral Agents or any Purchaser computed in accordance with the Intended Tax Characterization. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (x), (y) and (z) of the previous sentence, the Seller shall indemnify each Indemnified Party for Indemnified Losses relating to or resulting from:

     (a) any representation or warranty made by the Seller, any other Swift Entity or Affiliate thereof or the Collection Agent, if it is a Swift Entity, (or any employee or agent of the Seller, any Swift Entity or the Collection Agent) under or in connection with this Agreement, any Periodic Report or any other information or report delivered by the Seller, any other Swift Entity or Affiliate thereof or the Collection Agent, if it is a Swift Entity, pursuant hereto, which shall have been false or incorrect when made or deemed made;

     (b) the failure by the Seller, any other Swift Entity or Affiliate thereof, or the Collection Agent, if it is a Swift Entity, to comply with any applicable law, rule or regulation related to any Receivable or the Related Security, or the nonconformity of any Receivable or the Related Security with any such

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applicable law, rule or regulation or the failure by the Seller to satisfy any of its obligations under any Transaction Documents;

     (c) the failure of the Seller to vest and maintain vested in the Administrative Agent, for the benefit of itself, the Co-Collateral Agents and the Purchasers, a perfected ownership or security interest in the Sold Interest and the property conveyed pursuant to Section 1.1(e) and Section 1.8, free and clear of any Lien;

     (d) any commingling of funds (whether or not permitted pursuant to the terms of the Transaction Documents) to which the Co-Collateral Agents, the Administrative Agent or any Purchaser is entitled hereunder with any other funds;

     (e) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Letter;

     (f) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable, or any other claim resulting from the rendering of services related to such Receivable or the furnishing or failure to furnish any such services or other similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness;

     (g) any failure of the Seller or any Swift Entity to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document to which such Person is a party (as a Collection Agent or otherwise);

     (h) any action taken by the Administrative Agent as attorney-in-fact for the Seller pursuant to Section 3.5(b);

     (i) any environmental liability, product liability, personal injury, copyright infringement, theft of services, property damage, or other breach of contract, antitrust, unfair trade practices or tortious claim or other similar or related claim or action of whatever sort, arising out of or in connection with any Receivable or any other suit, claim or action of whatever sort relating to any of the Transaction Documents;

     (j) any Receivable which is stated to be, but is not as of the applicable Purchase Date, an Eligible Receivable;

     (k) the failure of the Seller to have filed, or any delay by the Seller in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable and the Related Security and Collections in respect thereof, whether at the time of any Purchase or reinvestment or at any subsequent time unless such

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failure results directly and solely from the Administrative Agent’s failure to take appropriate action;

     (l) any action or omission by the Seller reducing or impairing the rights of any Purchaser of a Purchase Interest under this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto or with respect to any Receivable;

     (m) any cancellation or modification of a Receivable, the related contract or any Related Security, whether by written agreement, verbal agreement, acquiescence or otherwise, unless such cancellation or modification was made by or with the express consent of the Administrative Agent or a Collection Agent that is not an Originator or an Affiliate of an Originator;

     (n) any investigation, litigation (other than any litigation between the Seller and an Indemnified Party in which the Seller is the prevailing party) or proceeding related to or arising from this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto, or any transaction contemplated by this Agreement or the use of proceeds from any Purchase or reinvestment pursuant to this Agreement, or the ownership of, or other interest in, any Receivable, the related contract or Related Security;

     (o) any failure by the Seller to pay when due any Taxes, including without limitation sales, excise or personal property taxes, payable by the Seller in connection with any Receivable or the related contract or any Related Security with respect thereto;

     (p) any claim brought by any Person other than an Indemnified Party arising from any activity of the Seller in servicing, administering or collecting any Receivable; or

     (q) the use of the proceeds of the sales under this Agreement or the Purchase Agreement.

     Section 6.2 Increased Cost and Reduced Return. If the adoption after the date hereof of any applicable law, rule or regulation, or any change therein after the date hereof, or any change in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Funding Source, the Administrative Agent or any Purchaser (collectively, the “Funding Parties”) with any request or directive (whether or not having the force of law) after the date hereof of any such Governmental Authority (a “Regulatory Change”) (a) subjects any Funding Party to any charge or withholding on or in connection with a Funding Agreement or this Agreement (collectively, the “Funding Documents”) or any Receivable, (b) changes the basis of taxation of payments to any of the Funding Parties of any amounts payable under any of the Funding Documents (except for changes in the rate of Tax on the overall net income of such Funding Party), (c) imposes, modifies or deems

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applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or any credit extended by, any of the Funding Parties, (d) has the effect of reducing the rate of return on such Funding Party’s capital to a level below that which such Funding Party could have achieved but for such adoption, change or compliance (taking into consideration such Funding Party’s policies concerning capital adequacy) or (e) imposes any other condition, and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to, any Funding Party of its commitment under any Funding Document or of purchasing, maintaining or funding any interest acquired under any Funding Document, (y) to reduce the amount of any sum received or receivable by, or to reduce the rate of return of, any Funding Party under any Funding Document or (z) to require any payment calculated by reference to the amount of interests held or amounts received by it hereunder, then, upon demand by the Administrative Agent or any other Funding Party, the Seller shall pay to the Administrative Agent (with respect to amounts owed to it or any Purchaser), for the account of the Person such additional amounts as will compensate the Administrative Agent or such Purchaser (or, in the case of any Purchaser, will enable such Purchaser to compensate any Funding Source) for such increased cost or reduction. Without limiting the foregoing, the Seller acknowledges and agrees that the fees and other amounts payable by the Seller to the Purchasers and the Administrative Agent have been negotiated on the basis that the unused portion of the Purchaser’s Commitment is treated as a “short term commitment” for which there is no regulatory capital requirement. If any Purchaser determines it is required to maintain capital against its Unused Commitment (or any Purchaser is required to maintain capital against its Investment) in excess of the amount of capital it would be required to maintain against a funded loan in the same amount, such Purchaser shall be entitled to compensation under this Section 6.2.

     Section 6.3 Other Costs and Expenses. The Seller shall pay to the Co-Collateral Agents or any Purchaser (with respect to amounts owed to each of them, respectively) on demand all reasonable costs and expenses in connection with (a) the preparation, execution, delivery and administration (including amendments of any provision) of the Transaction Documents, (b) the sale of the Sold Interest, (c) the perfection of the Administrative Agent’s rights in the Receivables, Related Security and Collections, (d) the enforcement by any of the Co-Collateral Agents, the Administrative Agent or the Purchasers of the obligations of the Seller under the Transaction Documents or of any Obligor under a Receivable and (e) the maintenance by the Administrative Agent of the Lock-Boxes and Lock-Box Accounts, including fees, costs and expenses of legal counsel for the Co-Collateral Agents or the Administrative Agent relating to any of the foregoing or to advising the Co-Collateral Agents, the Administrative Agent and any Funding Source about its rights and remedies under any Transaction Document or any related Funding Agreement and all costs and expenses (including counsel fees and expenses) of the Co-Collateral Agents, the Administrative Agent, each Purchaser and each Funding Source in connection with the enforcement of the Transaction Documents or any Funding Agreement and in connection with the administration of the Transaction Documents following a Termination Event, including but not limited to costs and expenses in connection with the enforcement of any of the Co-Collateral Agents’, the

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Administrative Agent’s or the Purchasers’ rights and remedies against an Obligor under a Receivable, any audits or other accounting procedures (subject to the limitations set forth in Section 5.1(e)) and any workout or restructuring. The Seller shall reimburse each Purchaser for any amounts such Purchaser must pay to any Funding Source pursuant to the related Transfer Agreement, this Agreement and the Funding Agreements related thereto on account of any Tax. The Seller shall reimburse the Purchaser on demand for all other costs and expenses incurred by the Purchaser or any shareholder of the Purchaser in connection with the Transaction Documents or the transactions contemplated thereby, including the fees and out-of-pocket expenses of counsel of the Co-Collateral Agents, the Administrative Agent, the Purchaser or any shareholder, or administrator, of the Purchaser for advice relating to the Purchaser’s operation.

     Section 6.4 Withholding Taxes.

          (a) All payments made by the Seller hereunder shall be made without withholding for or on account of any present or future Taxes (other than overall net income taxes on the recipient). If any such withholding is so required, the Seller shall make the withholding, pay the amount withheld to the appropriate authority before penalties attach thereto or interest accrues thereon and pay such additional amount as may be necessary to ensure that the net amount actually received by each Purchaser, the Administrative Agent and the Co-Collateral Agents free and clear of such Taxes (including such Taxes on such additional amount) is equal to the amount that Purchaser, the Administrative Agent or the Co-Collateral Agents (as the case may be) would have received had such withholding not been made. If the Co-Collateral Agents, the Administrative Agent or any Purchaser pays any such Taxes, penalties or interest the Seller shall reimburse the Co-Collateral Agents, the Administrative Agent or such Purchaser, as applicable, for that payment on demand. If the Seller pays any such Taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Administrative Agent on or before the 30th day after payment.

          (b) Before the first date on which any amount is payable hereunder for the account of any Purchaser not incorporated under the laws of the United States of America or any state thereof such Purchaser shall deliver to the Seller and the Administrative Agent each two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI (or successor applicable form) certifying that such Purchaser is entitled to receive payments hereunder without deduction or withholding of any United States federal income taxes. Each such Purchaser shall replace or update such forms when necessary to maintain any applicable exemption and as requested by the Administrative Agent or the Seller.

          Section 6.5 Payments and Allocations. If any Person seeks compensation pursuant to Section 6.1 or 6.2 of this Article VI, such Person shall deliver to the Seller, the Administrative Agent, the Co-Collateral Agents a certificate setting forth the amount due to such Person, a description of the circumstance giving rise thereto and the basis of the calculations of such amount, which certificate shall be conclusive absent manifest

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error. The Seller shall pay to the Administrative Agent(with respect to amounts owed to it or any Purchaser), for the account of such Person the amount shown as due on any such certificate within 10 Business Days after receipt of the notice.

ARTICLE VII

CONDITIONS PRECEDENT

     Section 7.1 Conditions to Closing. This Agreement shall become effective on the first date all conditions in this Section 7.1 are satisfied.

     (a) On or before such date, the Seller shall deliver to the Co-Collateral Agents and the Administrative Agent the following documents in form, substance and quantity acceptable to the Co-Collateral Agents and the Administrative Agent:

     (i) A certificate of the Secretary of each of the Seller, each Originator and the Initial Collection Agent certifying (i) the resolutions of the Seller’s and each Swift Entity’s board of directors approving each Transaction Document to which it is a party, (ii) the name, signature, and authority of each officer who executes on the Seller’s or any Swift Entity’s behalf a Transaction Document (on which certificate the Administrative Agent, the Co-Collateral Agents and each Purchaser may conclusively rely until a revised certificate is received), (iii) the Seller’s and each Swift Entity’s certificate or articles of incorporation certified by the Secretary of State of its state of incorporation, (iv) a copy of the Seller’s and each Swift Entity’s by-laws and (v) good standing certificates issued by the Secretaries of State of each jurisdiction where the Seller or any Swift Entity is incorporated or has its principal place of business;

     (ii) All instruments and other documents required, or deemed desirable by the Administrative Agent, to perfect the Administrative Agent’s first priority interest in the Receivables, Related Security, Collections, the Purchase Agreement and the Lock-Box Accounts in all appropriate jurisdictions;

     (iii) For each Originator and Seller, UCC search reports from each jurisdiction where such Person is incorporated;

     (iv) Executed copies of (A) all third party consents and authorizations necessary in connection with the Transaction Documents (B) all Lock-Box Letters, (C) a Monthly Report covering the calendar month ended June 30, 2008, (D) a Weekly

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Report covering the calendar week ended July 25, 2008 and (E) each Transaction Document;

     (v) Favorable opinions of counsel to the Seller and each Swift Entity covering such matters as the Administrative Agent or the Co-Collateral Agents may request, including but not limited to opinions satisfactory to the Administrative Agent and the Co-Collateral Agents to the effect that the sale of Receivables from each Originator to the Seller constitutes “true sales”, that the Seller will not be substantively consolidated with such Originator or its Affiliates in a case under the Bankruptcy Code and as to the enforceability of the Transaction Documents, compliance with all laws and regulations (including Regulation U of the FRB) and the perfection of all ownership and other interests purported to be granted under the Transaction Documents;

     (vi) Such other approvals, officer certificates, opinions or documents as the Administrative Agent or the Co-Collateral Agents may request.

     (vii) Each Purchaser that is subject to the requirements of the USA Patriot Act (Title 111 of Pub. L. 107-56 (signed into law October 26, 2001)) shall have obtained, verified and recorded the information that identifies Seller and Originators.

     (viii) The Administrative Agent and the Co-Collateral Agents shall have received lien release agreements in form and substance reasonably satisfactory to them, evidencing the release (A) by the trustee under each of the Indentures of any and all Liens in the Receivables, Related Security and Collections granted in favor of such trustee, and (B) the release by the administrative agent under the Credit Agreement of any and all Liens in the Receivables, Related Security and Collections granted in favor of such administrative agent, together with UCC financing statement amendments evidencing the release of Liens referred to in the immediately preceding clauses (A) and (B), the filing of which by the Administrative Agent shall have been authorized in writing by the trustees under the Indentures and the administrative agent under the Credit Agreement, respectively.

     (b) Maintenance by the Swift Entities of the Minimum Liquidity.

     (c) Absence of a Material Adverse Effect since December 31, 2007.

     (d) The Administrative Agent and the Co-Collateral Agents shall have received all fees and expenses (including, but not limited to, reasonable fees and

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expenses of counsel to the Administrative Agent and the Co-Collateral Agents) required to be paid on the date hereof, pursuant to the terms of this Agreement and the Fee Letter.

     Section 7.2 Conditions to Each Purchase. The obligation of each Purchaser to make any Purchase, and the right of the Seller to request or accept any Purchase, are subject to the conditions (and each Purchase shall evidence the Seller’s representation and warranty that clauses (a)-(h) of this Section 7.2 have been satisfied) that on the date of such Purchase before and after giving effect to the Purchase:

     (a) no Potential Termination Event shall then exist or shall occur as a result of the Purchase;

     (b) the Termination Date has not occurred;

     (c) after giving effect to the application of the proceeds of such Purchase, (i) the Purchaser’s Investment would not exceed such Purchaser’s Commitment, (ii) the outstanding Matured Aggregate Investment would not exceed the Aggregate Commitment and (iii) the outstanding Aggregate Investment would not exceed the Maximum Aggregate Investment;

     (d) the representations and warranties of the Seller in Section 4.1, the representations and warranties of the Initial Collection Agent in Section 4.2, and the representations and warranties of the Originators in Sections 4.1 and 4.2 of the Purchase Agreement are true and correct in all material respects on and as of such date (except to the extent such representations and warranties relate solely to an earlier date and then are true and correct as of such earlier date), except that any representation and warranty that is qualified as to materiality, Material Adverse Effect or similar language shall be true and correct in all respects on the relevant date;

     (e) each of the Seller and each Swift Entity is in full compliance with the Transaction Documents (including all covenants and agreements in Article V);

     (f) all reports and other information required by the Transaction Documents to have been delivered to the Administrative Agent, the Co-Collateral Agents or the Purchasers have been delivered;

     (g) the Purchase will comply with all laws, regulations, judgments and other directions or orders imposed by any Governmental Authority to which the Purchase may be subject; and

     (h) absence of a Material Adverse Effect since December 31, 2007.

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ARTICLE VIII

THE ADMINISTRATIVE AGENT AND THE CO-COLLATERAL AGENTS

     Section 8.1 Appointment and Authorization.

          (a) Each Purchaser hereby irrevocably designates and appoints (i) Wells Fargo Foothill, LLC as the “Administrative Agent”, and (ii) Morgan Stanley Senior Funding, Inc., Wells Fargo Foothill, LLC and General Electric Capital Corporation as the “Co-Collateral Agents”, under the Transaction Documents and authorizes the Administrative Agent and the Co-Collateral Agents to take such actions and to exercise such powers as are delegated to the Administrative Agent and the Co-Collateral Agents thereby and to exercise such other powers as are reasonably incidental thereto. The Administrative Agent shall hold, in its name, for the benefit of each Purchaser, the Purchase Interest of the Purchaser. The Administrative Agent and the Co-Collateral Agents shall not have any duties other than those expressly set forth in the Transaction Documents or any fiduciary relationship with any Purchaser, and no implied obligations or liabilities shall be read into any Transaction Document, or otherwise exist, against the Administrative Agent or the Co-Collateral Agents. The Administrative Agent and the Co-Collateral Agents do not assume, nor shall they be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller. Notwithstanding any provision of this Agreement or any other Transaction Document, in no event shall the Administrative Agent or the Co-Collateral Agents ever be required to take any action which exposes the Administrative Agent or the Co-Collateral Agents to personal liability or which is contrary to the provision of any Transaction Document or applicable law.

          (b) Reserved.

          (c) Except as otherwise specifically provided in this Agreement, the provisions of this Article VIII are solely for the benefit of the Administrative Agent, the Co-Collateral Agents and the Purchasers, and none of the Seller or any Collection Agent shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article VIII, except that this Article VIII shall not affect any obligations which the Administrative Agent, the Co-Collateral Agents or each Purchaser may have to the Seller or any Collection Agent under the other provisions of this Agreement. Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any of the provisions hereof in respect of the Administrative Agent or the Co-Collateral Agents in relation to another unaffiliated Purchaser.

          (d) In performing their functions and duties hereunder, the Administrative Agent and the Co-Collateral Agents shall act solely as the agents of the Purchasers and do not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or Collection Agent or any of their successors and assigns.

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     Section 8.2 Delegation of Duties. The Administrative Agent and the Co-Collateral Agents may execute any of their duties through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent and the Co-Collateral Agents shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by them with reasonable care.

     Section 8.3 Exculpatory Provisions. (a) None of the Administrative Agent, the Co-Collateral Agents or any of their directors, officers, agents or employees shall be liable for any action taken or omitted (i) with the consent or at the direction of the Instructing Group or (ii) in the absence of such Person’s gross negligence or willful misconduct. The Administrative Agent and the Co-Collateral Agents shall not be responsible to any Purchaser or other Person for (i) any recitals, representations, warranties or other statements made by the Seller, any Swift Entity or any of their Affiliates, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Transaction Document, (iii) any failure of the Seller, any Swift Entity or any of their Affiliates to perform any obligation or (iv) the satisfaction of any condition specified in Article VII. The Administrative Agent and the Co-Collateral Agents shall not have any obligation to any Purchaser to ascertain or inquire about the observance or performance of any agreement contained in any Transaction Document or to inspect the properties, books or records of the Seller or any Swift Entity. In performing their functions and duties hereunder and under the other Transaction Documents, the Administrative Agent and the Co-Collateral Agents are acting solely on behalf of the Purchasers and their duties are entirely administrative in nature. The Administrative Agent and the Co-Collateral Agents do not assume and shall not be deemed to have assumed any obligation other than as expressly set forth herein and in the other Transaction Documents or any other relationship as the agent, fiduciary or trustee of or for any Purchaser or holder of any other obligation under any Transaction Document. The Administrative Agent and the Co-Collateral Agents may perform any of their duties under any Transaction Document by or through their agents or employees.

          (b) Neither the Administrative Agent nor the Co-Collateral Agents shall have any obligation whatsoever to any Purchaser to assure that the Receivables, Collections or Related Security exists or is owned by Seller or is cared for, protected, or insured or has been encumbered, or that the Administrative Agent’s interest therein has been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to the Administrative Agent or the Co-Collateral Agents pursuant to any of the Transaction Documents, it being understood and agreed that in respect of the Receivables, Related Security and Collections, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, the Administrative Agent and each of the Co-Collateral Agents may act in any manner it may deem appropriate, in its sole discretion given its own interest in the Receivables, Related Security and Collections in its capacity as one of the Purchasers and that it shall

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have no other duty or liability whatsoever to any Purchaser as to any of the foregoing, except as otherwise provided herein.

     Section 8.4 Reliance by Administrative Agent and Co-Collateral Agents. (a) The Administrative Agent and the Co-Collateral Agents shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document, other writing or conversation believed by them to be genuine and correct and to have been signed, sent or made by the proper Person and upon advice and statements of legal counsel (including counsel to the Seller), independent accountants and other experts selected by the Administrative Agent or the Co-Collateral Agents. The Administrative Agent and the Co-Collateral Agents shall in all cases be fully justified in failing or refusing to take any action under any Transaction Document unless they shall first receive such advice or concurrence of the Purchasers, and assurance of its indemnification, as they deem appropriate.

          (b) The Administrative Agent and the Co-Collateral Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Purchasers, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Purchasers, the Administrative Agent and the Co-Collateral Agents.

          (c) Only the Instructing Group may request or direct the Administrative Agent or the Co-Collateral Agents to take action, or refrain from taking action, under this Agreement on behalf of the Purchasers. The Administrative Agent and the Co-Collateral Agents shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Instructing Group, and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Purchasers.

          (d) Unless otherwise advised in writing by any Purchaser on whose behalf the Administrative Agent or the Co-Collateral Agents are purportedly acting, each party to this Agreement may assume that (i) the Administrative Agent and the Co-Collateral Agents are acting for the benefit of each of the Purchasers, as well as for the benefit of each assignee or other transferee from any such Person, and (ii) each action taken by the Administrative Agent and the Co-Collateral Agents has been duly authorized and approved by all necessary action on the part of the Purchasers on whose behalf they are purportedly acting.

          (e) Neither the Administrative Agent, the Co-Collateral Agents, nor any of their directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by them as Administrative Agent or Co-Collateral Agents under or in connection with this Agreement or any other Transaction Document or any other instrument or document delivered pursuant hereto (including, without limitation, the Administrative Agent’s servicing, administering or collecting Receivables pursuant to Article III), or in respect of the transactions thereunder, except for their own gross negligence or willful misconduct. Without limiting the generality of the foregoing,

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except as otherwise agreed by the Administrative Agent, the Co-Collateral Agents and any Purchaser, as applicable, each of the Administrative Agent and the Co-Collateral Agents: (i) may consult with legal counsel (including counsel for the Seller, the Collection Agent or any Originator), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation to any Purchaser and shall not be responsible to any Purchaser for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any other Transaction Document or any other instrument or document delivered pursuant hereto; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Transaction Document or any other instrument or document delivered pursuant hereto on the part of the Seller or any Originators or to inspect the property (including the books and records) of the Seller or any Originator; (iv) shall not be responsible to any Purchaser for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Transaction Document or any other instrument or document furnished pursuant hereto, or the perfection, priority or value of any ownership interest or security interest created or purported to be created hereunder or under the Purchase Agreement; and (v) shall incur no liability under or in respect of this Agreement or any other Transaction Document or any other instrument or document delivered pursuant hereto by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) reasonably believed by it to be genuine and signed or sent by the proper party or parties.

     Section 8.5 Assumed Payments. Unless the Administrative Agent shall have received notice before the date of any Incremental Purchase that a Purchaser will not make available to the Administrative Agent the amount it is scheduled to remit as part of such Incremental Purchase, the Administrative Agent may assume such Purchaser has made such amount available to the Administrative Agent when due (an “Assumed Payment”) and, in reliance upon such assumption, the Administrative Agent may (but shall have no obligation to) make available such amount to the appropriate Person. If and to the extent that any Purchaser shall not have made its Assumed Payment available to the Administrative Agent, such Purchaser and the Seller hereby agrees to pay the Administrative Agent forthwith on demand such unpaid portion of such Assumed Payment up to the amount of funds actually paid by the Administrative Agent, together with interest thereon for each day from the date of such payment by the Administrative Agent until the date the requisite amount is repaid to the Administrative Agent, at a rate per annum equal to the Alternate Base Rate.

     Section 8.6 Notice of Termination Events. The Administrative Agent and the Co-Collateral Agents shall not be deemed to have knowledge or notice of the occurrence of any Potential Termination Event unless the Administrative Agent and the Co-Collateral Agents have received notice from any Purchaser or the Seller stating that a Potential Termination Event has occurred hereunder and describing such Potential

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Termination Event. In the event that the Administrative Agent receives such a notice, it shall promptly give notice thereof to each Purchaser and the Co-Collateral Agents. The Administrative Agent and the Co-Collateral Agents shall take such action concerning a Potential Termination Event as may be directed by the Instructing Group (or, in the case where there are only two Purchasers and neither Purchaser has a majority of the Commitments, either Purchaser except if the proposed action is a waiver of the consequences of the Potential Termination Event, in which case such waiver shall require the consent of the Instructing Group) (or, if otherwise required for such action, all of the Purchasers), but until the Administrative Agent or the Co-Collateral Agents receive such directions, the Administrative Agent and the Co-Collateral Agents may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrative Agent and the Co-Collateral Agents deem advisable and in the best interests of the Purchasers.

     Section 8.7 Non-Reliance on Administrative Agent, Co-Collateral Agents and Other Purchasers. Each Purchaser expressly acknowledges that none of the Administrative Agent, the Co-Collateral Agents, or any of their officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent or the Co-Collateral Agents hereafter taken, including any review of the affairs of the Seller or any Originators, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Co-Collateral Agents. Each Purchaser represents and warrants to the Administrative Agent and the Co-Collateral Agents that, independently and without reliance upon the Administrative Agent, the Co-Collateral Agents or any other Purchaser and based on such documents and information as it has deemed appropriate, it has made and will continue to make its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Seller, any Originators, and the Receivables and its own decision to enter into this Agreement and to take, or omit, action under any Transaction Document. The Administrative Agent shall deliver each month to any Purchaser that so requests a copy of the Periodic Report(s) received covering the preceding calendar month. Except for items specifically required to be delivered hereunder, the Administrative Agent and the Co-Collateral Agents shall not have any duty or responsibility to provide any Purchaser with any information concerning the Seller, any Originators or any of their Affiliates that comes into the possession of the Administrative Agent or the Co-Collateral Agents or any of their officers, directors, employees, agents, attorneys-in-fact or Affiliates.

     Section 8.8 Agents and Affiliates. Each of the Purchasers, the Administrative Agent, the Co-Collateral Agents and their respective Affiliates may extend credit to, accept deposits from and generally engage in any kind of banking, trust, debt, entity or other business with the Seller, each Originator or any of their Affiliates and Morgan Stanley, General Electric Capital Corporation and Wells Fargo Foothill, LLC may exercise or refrain from exercising their rights and powers as if they were not the Administrative Agent or the Co-Collateral Agents. With respect to the acquisition of the Receivables pursuant to this Agreement, each of the Administrative Agent and the Co-

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Collateral Agents shall have the same rights and powers under this Agreement as any Purchaser and may exercise the same as though they were not such an agent, and the terms “Purchaser” and “Purchasers” shall include each of such agents in its individual capacity.

     Section 8.9 Indemnification. Each Purchaser shall indemnify and hold harmless the Administrative Agent, the Co-Collateral Agents and their respective officers, directors, employees, representatives and agents (to the extent not reimbursed by the Seller or any Swift Entity and without limiting the obligation of the Seller or any Swift Entity to do so), ratably in accordance with its Ratable Share from and against any and all liabilities, obligations, losses, damages, penalties, judgments, settlements, costs, expenses and disbursements of any kind whatsoever (including in connection with any investigative or threatened proceeding, whether or not the Administrative Agent, the Co-Collateral Agents or such Person shall be designated a party thereto) that may at any time be imposed on, incurred by or asserted against the Administrative Agent, the Co-Collateral Agents or such Person as a result of, or related to, any of the transactions contemplated by the Transaction Documents or the execution, delivery or performance of the Transaction Documents or any other document furnished in connection therewith (but excluding any such liabilities, obligations, losses, damages, penalties, judgments, settlements, costs, expenses or disbursements resulting solely from the gross negligence or willful misconduct of the Administrative Agent, the Co-Collateral Agents or such Person as finally determined by a court of competent jurisdiction).

     Section 8.10 Successor Agent. Each of the Administrative Agent and the Co-Collateral Agents may resign at any time by giving written notice thereof to the Administrative Agent (in the case of a Co-Collateral Agent), Purchasers, the other Co-Collateral Agents (in the case of a Co-Collateral Agent) and the Seller. Upon any such resignation, the Instructing Group shall have the right to appoint a successor Co-Collateral Agent or Administrative Agent (as applicable) with the consent of the Seller, such consent not to be unreasonably withheld. If no successor Co-Collateral Agent or Administrative Agent (as applicable) shall have been so appointed by the Instructing Group, and shall have accepted such appointment, within 30 days after the retiring agent’s giving of notice of resignation, then the retiring agent may, on behalf of the Purchasers, appoint a successor Co-Collateral Agent or Administrative Agent (as applicable), selected from among the Purchasers. In either case, such appointment shall be subject to the prior written approval of the Seller (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of a Termination Event) and the other Co-Collateral Agents or Administrative Agent. Upon the acceptance of any appointment as Co-Collateral Agent or Administrative Agent (as applicable), such successor agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring agent, and the retiring agent shall be discharged from its duties and obligations under this Agreement and the other Transaction Documents. Prior to any retiring agent’s resignation hereunder as Co-Collateral Agent or Administrative Agent (as applicable), the retiring agent shall take such action as may be reasonably necessary to assign to the

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successor Co-Collateral Agent or Administrative Agent (as applicable) its rights as Co-Collateral Agent or Administrative Agent (as applicable) under the Transaction Documents. After such resignation, the retiring Co-Collateral Agent or Administrative Agent (as applicable) shall continue to have the benefit of this Article VIII as to any actions taken or omitted to be taken by it while it was a Co-Collateral Agent or Administrative Agent (as applicable) under this Agreement and the other Transaction Documents. After any retiring Co-Collateral Agent’s or Administrative Agent’s (as applicable) resignation hereunder, the provisions of Article VI and this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a Co-Collateral Agent or Administrative Agent (as applicable).

     Section 8.11 Field Audits and Examination Reports; Confidentiality; Disclaimers by Purchasers; Other Reports and Information. By becoming a party to this Agreement, each Purchaser:

     (a) is deemed to have requested that the Administrative Agent and the Co-Collateral Agents furnish such Purchaser, promptly after it becomes available, a copy of each field audit or examination report respecting the Seller or the Originators (each a “Report” and collectively, “Reports”) prepared by or at the request of the Administrative Agent or the Co-Collateral Agents (as applicable), and the Administrative Agent or the Co-Collateral Agents (as applicable) shall so furnish each Purchaser with such Reports,

     (b) expressly agrees and acknowledges that the Administrative Agent and the Co-Collateral Agents do not (i) make any representation or warranty as to the accuracy of any Report, and (ii) shall not be liable for any information contained in any Report,

     (c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Administrative Agent, Co-Collateral Agents or other party performing any audit or examination will inspect only specific information regarding the Seller and the Originators and will rely significantly upon the Seller’s, the Collection Agent’s and the Originators’ books and records, as well as on representations of the Seller’s personnel,

     (d) agrees to keep all Reports and other material, non-public information regarding the Seller and the Originators and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 9.10, and

     (e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Administrative Agent, the Co-Collateral Agents and any such other Purchaser preparing a Report harmless from any action the indemnifying Purchaser may take or fail to take or any conclusion the indemnifying Purchaser may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying

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Purchaser has made or may make to the Seller, or the indemnifying Purchaser’s participation in, or the indemnifying Purchaser’s purchase of, an Investment; and (ii) to pay and protect, and indemnify, defend and hold the Administrative Agent and the Co-Collateral Agents, and any such other Purchaser preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including, attorneys fees and costs) incurred by the Administrative Agent, the Co-Collateral Agents and any such other Purchaser preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Purchaser.

          In addition to the foregoing: (x) any Purchaser may from time to time request of the Administrative Agent or the Co-Collateral Agents in writing that the Administrative Agent provide to such Purchaser a copy of any report or document provided by the Seller to the Administrative Agent or the Co-Collateral Agents (as applicable) that has not been contemporaneously provided by the Seller to such Purchaser, and, upon receipt of such request, the Administrative Agent or the Co-Collateral Agents (as applicable) promptly shall provide a copy of same to such Purchaser, and (y) to the extent that the Administrative Agent or the Co-Collateral Agents are entitled, under any provision of the Transaction Documents, to request additional reports or information from the Seller, any Purchaser may, from time to time, reasonably request the Administrative Agent or the Co-Collateral Agents to exercise such right as specified in such Purchaser’s notice to the Administrative Agent or the Co-Collateral Agents (as applicable), whereupon the Administrative Agent or the Co-Collateral Agents (as applicable) promptly shall request of the Seller the additional reports or information reasonably specified by such Purchaser, and, upon receipt thereof from the Seller, the Administrative Agent or the Co-Collateral Agents (as applicable) promptly shall provide a copy of same to such Purchaser.

     Section 8.12 Co-Collateral Agent Decisions. Notwithstanding anything in this Agreement or any other Transaction Document to the contrary, in the event of a disagreement between the Co-Collateral Agents with respect to any matter pertaining to Eligible Receivables, the Aggregate Reserve or similar types of Receivables issues, the determination shall be made by the Co-Collateral Agent asserting the more conservative credit judgment or declining to permit the requested action for which consent is being sought by the Seller or the Collection Agent, as applicable.

ARTICLE IX

MISCELLANEOUS

     Section 9.1 Termination. Each Purchaser shall cease to be a party hereto when the Termination Date has occurred, such Purchaser holds no Investment and all amounts payable to it hereunder have been indefeasibly paid in full. This Agreement shall terminate following the Termination Date when no Investment is held by a Purchaser and all other amounts payable hereunder have been indefeasibly paid in full, but the rights and remedies of the Administrative Agent, the Co-Collateral Agents, the Administrative

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Agent and each Purchaser under Article VI and Sections 3.9 and 8.9 shall survive such termination.

     Section 9.2 Notices. Unless otherwise specified, all notices and other communications hereunder shall be in writing (including by telecopier or other facsimile communication), given to the appropriate Person at its address or telecopy number set forth on the signature pages hereof or at such other address or telecopy number as such Person may specify, and effective when received at the address specified by such Person. Each party hereto, however, authorizes the Administrative Agent to act on telephone notices of Purchases and Yield selections from any person the Administrative Agent in good faith believe to be acting on behalf of the relevant party and, at the Administrative Agent’s option, to tape record any such telephone conversation. Each party hereto agrees to deliver promptly a confirmation of each telephone notice given or received by such party (signed by an authorized officer of such party), but the absence of such confirmation shall not affect the validity of the telephone notice. The Administrative Agent’s records of all such conversations shall be deemed correct and, if the confirmation of a conversation differs in any material respect from the action taken by the Administrative Agent, the records of the Administrative Agent shall govern absent manifest error. The number of days for any advance notice required hereunder may be waived (orally or in writing) by the Person receiving such notice and, in the case of notices to the Administrative Agent, the consent of each Person to which the Administrative Agent is required to forward such notice.

     Section 9.3 Payments and Computations. Notwithstanding anything herein to the contrary, any amounts to be paid or transferred by the Seller or the Collection Agent to, or for the benefit of, any Purchaser or any other Person shall be paid or transferred to the Administrative Agent (for the benefit of such Purchaser or other Person). The Administrative Agent shall promptly (and, if reasonably practicable, on the day it receives such amounts) forward each such amount to the Person entitled thereto and such Person shall apply the amount in accordance herewith. All amounts to be paid or deposited hereunder shall be paid or transferred on the day when due in immediately available Dollars (and, if due from the Seller or Collection Agent, by 10:00 a.m. (California time), with amounts received after such time being deemed paid on the Business Day following such receipt). The Seller hereby authorizes the Administrative Agent to debit the Seller Account for application to any amounts owed by the Seller hereunder. The Seller shall, to the extent permitted by law, pay to the Administrative Agent upon demand, for the account of the applicable Person, interest on all amounts not paid or transferred by the Seller or the Collection Agent when due hereunder at a rate equal to the Prime Rate plus 2%, calculated from the date any such amount became due until the date paid in full. Any payment or other transfer of funds scheduled to be made on a day that is not a Business Day shall be made on the next Business Day, and any Yield or interest rate accruing on such amount to be paid or transferred shall continue to accrue to such next Business Day. All computations of interest, fees, and Yield shall be calculated for the actual days elapsed based on a 360 day year.

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     Section 9.4 Sharing of Recoveries. Each Purchaser agrees that if it receives any recovery, through set-off, judicial action or otherwise, on any amount payable or recoverable hereunder in a greater proportion than should have been received hereunder or otherwise inconsistent with the provisions hereof, then the recipient of such recovery shall purchase for cash an interest in amounts owing to the other Purchasers (as return of Investment or otherwise), without representation or warranty except for the representation and warranty that such interest is being sold by each such other Purchaser free and clear of any Lien created or granted by such other Purchaser, in the amount necessary to create proportional participation by the Purchasers in such recovery (as if such recovery were distributed pursuant to Section 2.3). If all or any portion of such amount is thereafter recovered from the recipient, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

     Section 9.5 Right of Setoff. During a Termination Event, each Purchaser is hereby authorized (in addition to any other rights it may have) to setoff, appropriate and apply (without presentment, demand, protest or other notice which are hereby expressly waived) any deposits and any other indebtedness held or owing by such Purchaser (including by any branches or agencies of such Purchaser) to, or for the account of, the Seller against amounts owing by the Seller hereunder (even if contingent or unmatured).

     Section 9.6 Amendments. (a) Except as otherwise expressly provided herein, no amendment or waiver hereof shall be effective unless signed by the Seller, the Administrative Agent, the Co-Collateral Agents and the Instructing Group. In addition, no amendment of any Transaction Document shall, without the consent of (x) all the Purchasers, (i) extend the Termination Date or the date of any payment or transfer of Collections by the Seller to the Collection Agent or by the Collection Agent to the Administrative Agent, (ii) reduce the rate or extend the time of payment of Yield, (iii) reduce or extend the time of payment of any Investment or fee payable to the Purchasers, (iv) except as provided herein, release, transfer, increase or otherwise modify any Purchaser’s Purchase Interest or Sold Interest or increase or change any Commitment or the Aggregate Commitment, (v) amend the definitions of Instructing Group, Supermajority Instructing Group, Termination Event, Minimum Liquidity or Purchase Limit, Section 1.1, 1.2, 1.5, 1.9(c), 2.1, 5.1(i), 7.2, 8.12 or 9.6 hereunder, Article VI or any provision of the Performance Guarantee or any obligation of any Swift Entity thereunder, (vi) consent to the assignment or transfer by the Seller or any Originator of any interest in the Receivables other than transfers under the Transaction Documents or permit any Swift Entity to transfer any of its obligations under any Transaction Document except as expressly contemplated by the terms of the Transaction Documents, (vii) impair any rights expressly granted to such Purchaser under this Agreement, or (vii) amend any defined term relevant to the restrictions in clauses (i) through (vii) in a manner which would circumvent the intention of such restrictions, (y) the Supermajority Instructing Group, may amend the definitions of Aggregate Reserve, Approved Foreign Obligor, Dilution Reserve, Discount Reserve, Eligible Receivable (except as provided in the definition thereof), Eligible Receivable Balance or Maximum Aggregate Investment or amend Section 9.9 hereunder, or (z) the Co-Collateral Agents or the Administrative

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Agent (as the case may be), may amend any provision hereof if the effect thereof is to affect the indemnities to, or the rights or duties of, such agents or to reduce any fee payable for such agents’ own account. Notwithstanding the foregoing, the amount of any fee or other payment due and payable from the Seller or the Collection Agent to the Co-Collateral Agents or the Administrative Agent (each for its own account) or any Purchaser may be changed or otherwise adjusted solely with the consent of the Seller and the party to which such payment is payable. Any amendment hereof shall apply to each Purchaser equally and shall be binding upon the Seller, the Purchasers, the Co-Collateral Agents and the Administrative Agent.

          (b) If, in connection with any proposed amendment requiring the consent of all Purchasers, the consent of the Instructing Group is obtained but the consent of other Purchasers whose consent is required is not obtained (any such Purchaser whose consent is not obtained being referred to as a “Non-Consenting Purchaser"), then, so long as the Purchaser that is the same entity as the Administrative Agent or the Co-Collateral Agents is not a Non-Consenting Purchaser, at the Seller’s request, the Administrative Agent (in its sole discretion) or an assignee with the Administrative Agent’s consent (not to be unreasonably withheld) shall have the right (but shall have no obligation) to purchase from such Non-Consenting Purchaser, and such Non-Consenting Purchaser agrees that it shall, upon the Administrative Agent’s request, sell and assign to the Purchaser that is the same entity as the Administrative Agent or to such Assignee, all of the Commitment and Purchase Interest of such Non-Consenting Purchaser for an amount equal to the outstanding Investment represented by the Purchase Interest of the Non-Consenting Purchaser plus all accrued Yield and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment and Acceptance.

     Section 9.7 Waivers. No failure or delay of the Co-Collateral Agents, the Administrative Agent or any Purchaser in exercising any power, right, privilege or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right, privilege or remedy preclude any other or further exercise thereof or the exercise of any other power, right, privilege or remedy. Any waiver hereof shall be effective only in the specific instance and for the specific purpose for which such waiver was given. After any waiver, the Seller, the Purchasers, the Administrative Agent and the Co-Collateral Agents shall be restored to their former position and rights and any Potential Termination Event waived shall be deemed to be cured and not continuing, but no such waiver shall extend to (or impair any right consequent upon) any subsequent or other Potential Termination Event. Any additional Yield that has accrued after a Termination Event before the execution of a waiver thereof, solely as a result of the occurrence of such Termination Event, may be waived by the Administrative Agent at the direction of the Purchaser entitled thereto.

     Section 9.8 Successors and Assigns; Participations; Assignments.

          (a) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

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Except as otherwise provided herein, the Seller may not assign or transfer any of its rights or delegate any of its duties without obtaining the prior consent of the Administrative Agent and the Co-Collateral Agents.

          (b) Participations. Any Purchaser may sell to one or more Persons (each a “Participant") participating interests in the interests of such Purchaser hereunder and under a Transfer Agreement. Such Purchaser shall remain solely responsible for performing its obligations hereunder, including with respect to its voting and consent rights, and the Seller, the Administrative Agent and the Co-Collateral Agents shall continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations hereunder and under a Transfer Agreement. Each Participant shall be entitled to the benefits of Article VI and shall have the right of setoff through its participation in amounts owing hereunder to the same extent as if it were a Purchaser hereunder and under a Transfer Agreement, which right of setoff is subject to such Participant’s obligation to share with the Purchasers as provided in Section 9.4. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto or to a Transfer Agreement, except amendments described in clause (a) of Section 9.6.

          (c) Assignments by Purchasers. Any Purchaser may assign to one or more Persons (“Purchasing Purchasers"), acceptable to the Administrative Agent in its sole discretion (but the Administrative Agent’s acceptance shall not be required for an assignment by a Purchaser to an Affiliate of such Purchaser), any portion of its Commitment as a Purchaser hereunder and under its Transfer Agreement and Purchase Interest pursuant to a supplement hereto and to its Transfer Agreement (a “Transfer Supplement") in form satisfactory to the Administrative Agent executed by each such Purchasing Purchaser, such selling Purchaser and the Administrative Agent. Any such assignment by a Purchaser must be for an amount of at least $5,000,000. Any partial assignment shall be an assignment of an identical percentage of such selling Purchaser’s Investment and its Commitment as a Purchaser hereunder and under its Transfer Agreement. Upon the execution and delivery to the Administrative Agent of the Transfer Supplement and payment by the Purchasing Purchaser to the selling Purchaser of the agreed purchase price, such selling Purchaser shall be released from its obligations hereunder and under its Transfer Agreement to the extent of such assignment and such Purchasing Purchaser shall for all purposes be a Purchaser party hereto and shall have all the rights and obligations of a Purchaser hereunder to the same extent as if it were an original party hereto and to its Transfer Agreement with a Commitment as a Purchaser and any Investment.

          (d) Replaceable Purchasers. If any Purchaser (a “Replaceable Purchaser") shall petition the Seller for any amounts under Section 6.2, the Seller may designate a replacement financial institution (a “Replacement Purchaser") acceptable to the Administrative Agent, in its sole discretion, to which such Replaceable Purchaser shall, subject to its receipt of an amount equal to its Investment and accrued Yield and fees thereon (plus, from the Seller, any Early Payment Fee that would have been payable if such transferred Investment had been paid on such date) and all amounts payable under

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Section 6.2, promptly assign all of its rights, obligations and Purchaser Commitment hereunder and under any Transfer Agreement, together with all of its Purchase Interest, to the Replacement Purchaser in accordance with Section 9.8(c).

          (e) Opinions of Counsel. If required by the Administrative Agent, each Transfer Supplement must be accompanied by an opinion of counsel of the assignee as to such matters as the Administrative Agent may reasonably request.

     Section 9.9 Intended Tax Characterization. It is the intention of the parties hereto that, for the purposes of all Taxes, the transactions contemplated hereby shall be treated as a loan by the Purchasers (through the Administrative Agent) to the Seller that is secured by the Receivables (the “Intended Tax Characterization"). The parties hereto agree to report and otherwise to act for the purposes of all Taxes in a manner consistent with the Intended Tax Characterization. Without limiting the generality of the foregoing, the Seller will treat the Purchases made hereunder as indebtedness for United States federal tax purposes. As provided in Section 5.1(g), the Seller hereby grants to the Co-Collateral Agents, for the ratable benefit of the Purchasers, a security interest in all Receivables, the Related Security and Collections to secure the payment of all amounts other than Investment owing hereunder and (to the extent of the Sold Interest) to secure the repayment of all Investment.

     Section 9.10 Confidentiality. Each of the parties hereto agrees to use commercially reasonable efforts (equivalent to the efforts such party applies to maintain as confidential its own confidential or proprietary information) to hold the Transaction Documents or any other confidential or proprietary information received in connection therewith in confidence for a period of two years after the date of termination of this Agreement and agrees not to provide any Person with copies of any Transaction Document or such other confidential or proprietary information other than to (a) any officers, directors, members, managers, employees or outside accountants, auditors or attorneys thereof, (b) any prospective or actual assignee or participant which (in each case) has signed a confidentiality agreement substantially in the form of the confidentiality agreement signed by the Lead Arranger prior to the date hereof, (c) any rating agency, (d) any surety, guarantor or credit or liquidity enhancer to the Administrative Agent or any Purchaser which (in each case) has signed a confidentiality agreement substantially in the form of the confidentiality agreement signed by the Administrative Agent prior to the date hereof, (e) any entity organized to loan, or make loans secured by, financial assets for which the Lead Arranger provides managerial services or acts as an administrative agent which (in each case) has signed a confidentiality agreement substantially in the form of the confidentiality agreement signed by the Administrative Agent prior to the date hereof, and (f) Governmental Authorities with appropriate jurisdiction. Notwithstanding the above stated obligations, provided that the other parties hereto are given notice of the intended disclosure or use, the parties hereto will not be liable for disclosure or use of such information that (i) was required by law, including pursuant to a valid subpoena or other legal process, (ii) was in such Person’s possession or known to such Person prior to receipt, (iii) is or becomes known to the public through disclosure in a printed publication or otherwise (without

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breach of any of such Person’s obligations hereunder), or (iv) is made in connection with the exercise of any right or remedy under the Transaction Documents. In addition, the foregoing provisions of this Section 9.10 shall not prevent any party hereto from delivering any Transaction Document to any Person upon request if such Transaction Document was publicly filed by such party pursuant to the requirements of any Governmental Authority.

     Section 9.11 Reserved.

     Section 9.12 No Recourse. The obligations of each Purchaser under any Transaction Document or other document (each, a “Program Document") to which a Purchaser is a party are solely the corporate obligations of such Purchaser and no recourse shall be had for such obligations against any Affiliate, director, officer, member, manager, employee, attorney or agent of any Purchaser.

     Section 9.13 Headings; Counterparts. Article and Section Headings in this Agreement are for reference only and shall not affect the construction of this Agreement. This Agreement may be executed by different parties on any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one and the same agreement.

     Section 9.14 Cumulative Rights and Severability. All rights and remedies of the Purchasers, the Administrative Agent and the Co-Collateral Agents hereunder shall be cumulative and non-exclusive of any rights or remedies such Persons have under law or otherwise. Any provision hereof that is prohibited or unenforceable in any jurisdiction shall, in such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and without affecting such provision in any other jurisdiction.

     Section 9.15 Governing Law; Submission to Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK. THE SELLER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF, OR RELATING TO, THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. The Seller hereby irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to the venue of any such proceeding and any claim that any such proceeding has been brought in an inconvenient forum. Nothing in this Section 9.15 shall affect the right of the Co-Collateral Agents, the Administrative Agent or any Purchaser to bring any action or proceeding against the Seller or its property in the courts of other jurisdictions.

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     Section 9.16 WAIVER OF TRIAL BY JURY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, OR IN CONNECTION WITH, ANY TRANSACTION DOCUMENT OR ANY MATTER ARISING THEREUNDER.

     Section 9.17 Third Party Beneficiaries. Each Indemnified Party and Funding Party that is not a party to this Agreement is a third party beneficiary (each a “Named Beneficiary") of this Agreement with a right to enforce the provisions of this Agreement that inure to its benefit. Any amendment or waiver of this Agreement executed and delivered pursuant to Section 9.6 is binding on such Named Beneficiaries. This Agreement is not intended to, nor may it be deemed to, create any rights of enforcement in any Persons that are neither signatories to this Agreement nor Named Beneficiaries.

     Section 9.18 Entire Agreement. The Transaction Documents constitute the entire understanding of the parties thereto concerning the subject matter thereof. Any previous or contemporaneous agreements, whether written or oral, concerning such matters are superseded thereby.

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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof.

MORGAN STANLEY SENIOR FUNDING, INC., as Co-Collateral Agent
By	[Authorized Signatory]
	Title:	Authorized Signatory
Address:
	1585 Broadway New York, New York 10036 Attention: William Dudley Telephone: (443) 627-4332 Telecopy: (718) 233-2140 Ref: Swift Receivables Corporation II
WELLS FARGO FOOTHILL, LLC, as Co-Collateral Agent and Administrative Agent
By	Patrick McCormack
	Title:	Vice President
Address:
	2450 Colorado Avenue, Suite 3000W Santa Monica, California 90404 Attention: Business Finance Division Manager Telephone: (310) 453-7300 Telecopy: (310) 453-7413

RECEIVABLES SALE AGREEMENT

SWIFT RECEIVABLES CORPORATION II, as Seller
By	/s/ Jerry Moyes
	Title:	Chief Executive Officer
Address:
2200 South 75th Avenue Phoenix, Arizona 85043 Attention: Cary Michael Flanagan Telephone: (602) 477-3547 Telecopy: (623) 907-7277
SWIFT TRANSPORTATION CORPORATION, as Initial Collection Agent
By	/s/ Jerry Moyes
	Title:	Chief Executive Officer
Address:
2200 South 75th Avenue Phoenix, AZ 85043 Attention: Cary Michael Flanagan Telephone: (602) 477-3547 Telecopy: (623) 907-7277
GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Collateral Agent
By	[Authorized Signatory]
	Title: Its Duly Authorized Signatory
Address:
	401 Merritt 7 Norwalk, Connecticut 06851 Ref: Swift Receivables Corporation II Attention: Trade A/R Securitization Portfolio Administration Telephone: (203) 229-1800 Telecopy: (203) 229-5000

RECEIVABLES SALE AGREEMENT

ACKNOWLEDGED AND AGREED (as to Section 1.8(b) hereunder): SWIFT TRANSPORTATION CORPORATION, as Originator
By:	/s/ Jerry Moyes
	Name:	Jerry Moyes
	Title:	Chief Executive Officer
SWIFT INTERMODAL LTD., as Originator
By:	/s/ Jerry Moyes
	Name:	Jerry Moyes
	Title:	Chief Executive Officer
SWIFT LEASING CO., INC., as Originator
By:	/s/ Jerry Moyes
	Name:	Jerry Moyes
	Title:	Chief Executive Officer

RECEIVABLES SALE AGREEMENT

ING Capital LLC, as a Purchaser
By	/s/ William Beddingfield
		William Beddingfield
	Title:	Managing Director
Address:
	200 Galleria Parkway, Suite 950 Atlanta, Georgia 30339 Ref: Swift Receivables Corporation II Telephone: 770-984-4506 Telecopy: 770-951-1005

RECEIVABLES SALE AGREEMENT

Schedule I
Definitions

          The following terms have the meanings set forth, or referred to, below:

          “ABN AMRO” means ABN AMRO Bank N.V.

          “ABN Assignor” means each of ABN AMRO and Amsterdam Funding Corporation.

          “ABN Sale Agreement” means the Receivables Sale Agreement, dated as of July 6, 2007, among the Existing Securitization Subsidiary, as seller, Swift Transportation Corporation, as initial collection agent, ABN AMRO, as agent, the other purchaser agents from time to time party thereto, the related bank purchasers party thereto, Amsterdam Funding Corporation, as a conduit purchaser and the other conduit purchasers from time to time party thereto.

          “Administrative Agent” is defined in the first paragraph hereof.

          “Administrative Agent’s Account” means the account designated to the Seller and the Purchasers by the Administrative Agent.

          “Affiliate” means, for any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person. For purposes of this definition, “control” means the power, directly or indirectly, to either (i) vote 10% or more, or with respect to Transplace, Inc. vote 30% or more, of the securities having ordinary voting power for the election of directors of a Person or (ii) cause the direction of the management and policies of a Person.

          “Aggregate Commitment” means the aggregate of all Commitments of each Purchaser, as such amount may be reduced pursuant to Section 1.6 and as such amount may be increased pursuant to Section 1.9.

          “Aggregate Investment” means the sum of the Investments of all Purchasers.

          “Aggregate Reserve” means, at any time at which such amount is calculated, the sum of (A) the greater of (i) 15% of the Billed Component and (ii) the Dilution Reserve, (B) 25% of the Unbilled Component, (C) the Discount Reserve, (D) the greater of $25,000,000 or 10% of the Aggregate Commitment and (E) such other amounts as the Co-Collateral Agents, in their Permitted Discretion, deem appropriate.

          “Alternate Base Rate” means, for any period, a fluctuating interest rate per annum as shall be in effect from time to time, which rate per annum shall be equal at all times to the sum of 2.00% and the highest of the following:

          (a) the Prime Rate; and

          (b) 0.5% per annum plus the Federal Funds Rate (plus during the pendency of any Termination Event, an additional 2.00%).

          “Anti-Terrorism Laws” means: (a) the Executive Order No. 13224 of September 23, 2001 - Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism; (b) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (commonly known as the USA Patriot Act); (c) the Money Laundering Control Act of 1986, Public Law 99-570; (d) the International Emergency Economic Powers Act, 50 U.S.C. 1701 et seq., the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., any Executive Order or regulation promulgated thereunder and administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury; and (e) any similar law enacted in the United States of America subsequent to the date of this Agreement.

          “Applicable Unused Commitment Fee Rate” means, as of any date of determination, a per annum rate set forth below opposite the then applicable Unused Aggregate Commitment (determined as of the last day of the most recently concluded calendar month and based on the average daily Unused Aggregate Commitment during such month):

	Applicable Unused
Unused Aggregate Commitment	Commitment Fee Rate
Greater than or equal to $175,000,000		0.50	%
Less than $175,000,000 and greater than or equal to $100,000,000		0.375	%
Less than $100,000,000		0.25	%

          "Applicable Yield” means (a) for any Purchase, at the Seller’s election upon written notice to the Administrative Agent, given not later than 1:00 p.m. (California time) on the third Business Day preceding the Business Day of such Purchase (or the third Business Day preceding the expiration of a prior Yield Period), the LIBOR Rate and (b) for any other Purchase (or expiring Yield Period), and for each other Obligation hereunder (unless otherwise specified), the Alternate Base Rate.

          “Approved Foreign Obligor” means an Obligor that is a resident of, or organized under the laws of, or with its chief executive office in Canada (excluding the provinces of Newfoundland and Quebec, the Northwest Territories and the Territory of Nunavit), if it has a short-term foreign currency rating of not less than “A-3” from S&P and “P-3” from Moody’s, provided that Obligors that are residents of, or organized under the laws of, or with their chief executive offices in the province of Quebec shall be Approved Foreign Obligors to the extent that they are Obligors on Receivables with a balance of up to $1.5 million in the aggregate at any time outstanding for all such Obligors combined.

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          “Assignment Agreement” means the Assignment Agreement, dated as of the date hereof, between the Existing Securitization Subsidiary and Swift Transportation Corporation.

          “Assignment and Release Agreement” means the Assignment and Release Agreement, dated as of the date hereof, among the Administrative Agent, the Existing Securitization Subsidiary, as seller under the ABN Sale Agreement, Swift Transportation Corporation, as initial collection agent under the ABN Sale Agreement, ABN AMRO, as agent under the ABN Sale Agreement and Amsterdam Funding Corporation, as a conduit purchaser under the ABN Sale Agreement.

          “Bankruptcy Event” means, for any Person, that (a) such Person makes a general assignment for the benefit of creditors or any proceeding is instituted by or against such Person seeking to adjudicate it bankrupt or insolvent, or seeking the liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, or (b) such Person takes any corporate action to authorize any such action.

          "Billed Component” means the portion of the Eligible Receivable Balance consisting of billed Receivables.

          “Business Day” means any day other than (a) a Saturday, Sunday or other day on which banks in New York, New York are authorized or required to close and (b) a holiday on the Federal Reserve calendar.

          “Cash Assets Account” means the book entry account maintained by the Administrative Agent.

          “Cash Management Obligation” means any direct or indirect liability, contingent or otherwise, of the Seller in respect of cash management services (including treasury, depository, overdraft, electronic funds transfer and other cash management arrangements) provided after the date hereof (regardless of whether these or similar services were provided prior to the date hereof by the Co-Collateral Agents, the Administrative Agent, any Purchaser or any Affiliate or any of them) by the Administrative Agent or the Co-Collateral Agents in connection with this Agreement or any other Transaction Document, including obligations for the payment of fees, interest, charges, expenses, reasonable attorneys fees and disbursements in connection therewith.

          “Charge-Off” means any Receivable that has or should have been (in accordance with the Credit and Collection Policy) charged off or written off by the Seller.

          “Charge-Off Ratio” means, for any calendar month, a fraction (expressed as a percentage) the numerator of which is the outstanding balance of Charge-Offs during

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such calendar month and the denominator of which is the amount of Credit Sales generated during such calendar month.

          “Co-Collateral Agents” is defined in the first paragraph hereof.

          “Code” means the Internal Revenue Code of 1986, as amended from time to time.

          “Collection” means any amount paid, or deemed paid, on a Receivable or by the Seller as a Deemed Collection under Section 1.5(b).

          “Collection Agent” is defined in Section 3.1(a).

          “Collection Agent Fee” is defined in Section 3.6.

          “Collection Agent Replacement Event” means the occurrence of any one or more of the following: (a) the Collection Agent (or any sub-collection agent) fails to observe or perform any material term, covenant or agreement under any Transaction Document and such failure remains unremedied for 30 days; (b) any written representation, warranty, certification or statement made by the Collection Agent in, or pursuant to, any Transaction Document proves to have been incorrect in any material adverse respect when made; provided that if any such representation, warranty, certification or statement has been subsequently remedied within 30 days of the earlier of knowledge by the Collection Agent or notice to the Collection Agent of such representation, warranty, certification or statement (such that if made or given as of the date of remedy it is no longer incorrect in any material respect) and such breach has caused no material adverse effect on the rights or interests of any Purchaser under this Agreement, such breach shall no longer constitute a Collection Agent Replacement Event; (c) the Collection Agent suffers a Bankruptcy Event or (d) a Termination Event.

          “Commitment” means, for each Purchaser, the amount set forth on Schedule II for such Purchaser or in a Transfer Supplement, as adjusted in accordance with Sections 1.6, 1.9 and 9.8.

          “Concentration Limit” means with respect to Obligors with senior unsecured long-term indebtedness rated investment grade by Moody’s and S&P, an amount not to exceed 10% of the aggregate outstanding balance of all Eligible Receivables, and with respect to all other Obligors, an amount not to exceed 5% of the aggregate outstanding balance of all Eligible Receivables; provided, however, that notwithstanding the foregoing, the Concentration Limit with respect to Wal-Mart Stores, Inc. and its wholly-owned direct and indirect subsidiaries means (a) an amount not to exceed 15% of the aggregate outstanding balance of all Eligible Receivables if and for so long as Wal-Mart Stores, Inc. has senior unsecured long-term indebtedness rated investment grade by Moody’s and S&P or (b) an amount not to exceed 5% of the aggregate outstanding balance of all Eligible Receivables if and for so long as Wal-Mart

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Stores, Inc. has senior unsecured long-term indebtedness rated below investment grade by Moody’s or S&P or does not have any rating.

          “Contribution Agreement” means the Agreement of Contribution and Assignment and Securities Issuance Agreement dated as of July 30, 2008 between Swift Transportation Corporation, a Nevada corporation, and the Seller.

          “Credit Agreement” means the Credit Agreement dated as of May 10, 2007 among Swift Corporation f/k/a Saint Acquisition Corporation, Swift Transportation Co., Inc., an Arizona corporation, Swift Transportation Co., a Nevada corporation, as Borrowers, Saint Corporation, the lenders from time to time party thereto, as Lenders, Morgan Stanley Senior Funding, Inc., as Administrative Agent, Morgan Stanley Senior Funding, Inc., Wachovia Bank, National Association and J.P. Morgan Securities Inc., as Co-Syndication Agents and LaSalle Bank National Association, as Documentation Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time.

          “Credit and Collection Policy” means the Seller’s credit and collection policy and practices relating to Receivables attached hereto as Exhibit G.

          “Credit Sales” means, for any period, the aggregate amount of Receivables originated by the Originators during such period.

          “Deemed Collections” is defined in Section 1.5(c).

          “Default Ratio” means at the end of any month for the three-month period then ended, the ratio (expressed as a percentage), of (a) the sum of the aggregate outstanding balance of all Defaulted Receivables at the end of each calendar month during such period to (b) the sum of the aggregate outstanding balance of all Receivables at the end of each calendar month during such period.

          “Defaulted Receivable” means any Receivable on which any amount is unpaid more than 90 days past its invoice date.

          “Delinquency Ratio” means, at the end of any month for the three-month period then ended, the ratio (expressed as a percentage), of (a) the aggregate outstanding balance of all Delinquent Receivables as of the end of each calendar month during such period to (b) the sum of the aggregate outstanding balance of all Receivables at the end of each calendar month during such period.

          “Delinquent Receivable” means any Receivable (other than a Charge-Off or Defaulted Receivable) on which any amount is unpaid more than 60 days past its invoice date.

          “Designated Financial Officer” means the chief financial officer or chief accounting officer of the Seller or the relevant Swift Entity, as applicable.

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          “Dilution” means, for any calendar month, the amount of Deemed Collections received during such calendar month pursuant to Section 1.5(b).

          “Dilution Ratio” means, for each calendar month, a fraction (expressed as a ratio) the numerator of which is the amount of Dilution for such calendar month, and the denominator of which is the amount of Credit Sales generated during such calendar month.

          “Dilution Reserve” means at any time the product of (i) the sum of (a) 2 times the highest Dilution Ratio for the most recent 12 calendar months, plus (b) 5.0%, and (ii) the Eligible Receivable Balance.

          “Discount Reserve” means, at any time, the product of (a) 1.5 multiplied by (b) the Prime Rate plus 2.00% multiplied by (c) Aggregate Investment multiplied by (d) a fraction, the numerator of which is the average of the Turnover Ratios calculated for the immediately preceding three calendar months and the denominator of which is 360.

          “Dollar” and “$” means lawful currency of the United States of America.

          “Early Payment Fee” means, if any Investment of a Purchaser allocated to a Yield Period for a Eurodollar Tranche is reduced or terminated before the last day of such Yield Period (the amount of Investment so reduced or terminated being referred to as the “Prepaid Amount”), the cost to the relevant Purchaser of terminating or reducing such Eurodollar Tranche, which will be determined based on the difference between the LIBOR applicable to such Eurodollar Tranche and the LIBOR applicable for a period equal to the remaining maturity of the Eurodollar Tranche on the date the Prepaid Amount is received.

          “Eligible Receivable” means each Receivable arising out of the performance of services in the ordinary course of business by an Originator to an Obligor that is not an affiliate of an Originator and that is subject to a valid first priority perfected security interest of the Administrative Agent (for the benefit of itself, the Co-Collateral Agents and the Purchasers) created hereunder; provided, however, that a Receivable shall in no event be an Eligible Receivable if it is determined to be ineligible under criteria customarily found in any Co-Collateral Agent’s agreements for similar non-investment grade accounts receivable programs as the Co-Collateral Agents in their Permitted Discretion may from time to time specify to Seller upon 5 Business Days’ written notice, including the following:

     (a) such Receivable is 90 days old (based on invoice date) or 60 days past due;

     (b) such Receivable is not stated to be due and payable within 60 days after the invoice therefor, provided, further, that notwithstanding that such a Receivable is not stated to be due and payable within 60 days after the invoice therefore, such Receivable shall not be deemed ineligible to the extent the

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outstanding aggregate balance of Receivables not stated to be due and payable within 60 days after the invoice therefore does not exceed 10% of Eligible Receivables;

     (c) the Obligor has suffered a Bankruptcy Event; provided, however, that notwithstanding that the Obligor with respect to such a Receivable has suffered a Bankruptcy Event, such Receivable shall not be deemed ineligible in the event that the applicable Originator is determined by a bankruptcy court of competent jurisdiction to be a critical vendor or other entity entitled to post-petition payment on its pre-petition claim or such Receivable is for post-petition services which are entitled to administrative priority;

     (d) the Obligor is also a supplier of services to the applicable Originator, in which case such Receivable shall be ineligible to the extent of amounts owing by such Originator to the Obligor or any known affiliate, unless the Obligor has executed a no-offset letter satisfactory to the Co-Collateral Agents;

     (e) the transaction represented by such Receivable is to an Obligor that is not a resident of, or organized under the laws of, or with its chief executive office in, the United States unless such Obligor is an Approved Foreign Obligor;

     (f) the Obligor is a government or governmental subdivision or agency unless the assignment of payments in respect of the relevant Receivable has complied with the Federal Assignment of Claims Act (or similar laws applicable to state or local governments);

     (g) such Receivable is subject to a Lien other than pursuant to the Transaction Documents;

     (h) such Receivable does not constitute the legal, valid and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms subject to no dispute, offset, counterclaim, defense or other adverse claim, or is an executory contract or unexpired lease within the meaning of Section 365 of the Bankruptcy Code;

     (i) such Receivable does not arise under a contract or invoice (or other electronic or hard-copy writing or writings consistent with standard industry billing practices) that (a) contains an obligation to pay a specified sum of money and is subject to no contingencies, (b) does not require the Obligor under such contract to consent to the transfer, sale or assignment of the rights and duties of the applicable Originator under such contract, (c) does not contain a confidentiality provision that purports to restrict any Purchaser’s exercise of rights under the Program, including, without limitation, the right to review such contract and (d) directs that payment be made to a Lock-Box or other collection account approved by the Administrative Agent;

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     (j) such Receivable, in whole or in part, contravenes any law, rule or regulation (including, without limitation, those relating to usury, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy);

     (k) the purchase of such Receivable with proceeds of notes would not constitute a “current transaction” within the meaning of Section 3(a)(3) of the Securities Act of 1933;

     (l) such Receivable has or should have been charged off or written off by the Seller in accordance with the requirements of the Credit and Collection Policy;

     (m) 50% or more of the aggregate principal amount of the Obligor’s Receivables are deemed ineligible under clause (a) above;

     (n) such Receivable is not an “account” or “chattel paper” within the meaning of Section 9-105 and Section 9-106, respectively of the UCC of all applicable jurisdictions;

     (o) such Receivable is in a currency other than U.S. Dollars;

     (p) such Receivable does not satisfy all applicable requirements of the Credit and Collection Policy or was not generated in the ordinary course of the Originator’s business from the provision of transportation services to an Obligor solely by the Originator;

     (q) such Receivable is not evidenced by an invoice (or other electronic or hard-copy writing or writings consistent with standard industry billing practices), subject to the limited exception for Unbilled Receivables below;

     (r) any representation or warranty contained in this Agreement or the Purchase Agreement with respect to such specific Receivable is not true and correct with respect to such Receivable;

     (s) the Obligor is, or should be, on credit hold under the requirements of the Credit and Collection Policy;

     (t) the Obligor in respect of such Receivable has disputed liability or made claim with respect to any other Receivable due from such Obligor to the applicable Originator, but only to the extent of such dispute or claim;

     (u) the collection of such Receivable is subject to the applicable Originator’s performance of any additional service for or performance or incurrence of any additional obligation to the Obligor;

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     (v) such Receivable is an Unbilled Receivable, provided further that, notwithstanding that such a Receivable is an Unbilled Receivable, such Receivable shall not be deemed ineligible by reason of being an Unbilled Receivable to the extent the outstanding aggregate balance of Unbilled Receivables does not exceed 15% of Eligible Receivables (or such larger percentage up to 20% to which the Co-Collateral Agents may consent in their Permitted Discretion); provided further that Unbilled Receivables will become ineligible if the Co-Collateral Agents determine in their discretion that the weighted average billing lag has increased materially; provided further that Receivables that remain Unbilled Receivables 30 days after their Empty Dates will be deducted from the Eligible Receivable Balance, but in no event shall Seller nor any Originator be required to repurchase, or the Co-Collateral Agents be permitted to cause the repurchase of, such Receivable;

     (w) the applicable Originator has not fully performed the services relating to such Receivable;

     (x) Receivables with respect to which the Obligor is located in a state or jurisdiction (e.g., New Jersey, Minnesota, and West Virginia) that requires, as a condition to access to the courts of such jurisdiction, that a creditor qualify to transact business, file a business activities report or other report or form, or take one or more other actions, unless the applicable Originator has so qualified, filed such reports or forms, or taken such actions (and, in each case, paid any required fees or other charges), except to the extent that the applicable Originator may qualify subsequently as a foreign entity authorized to transact business in such state or jurisdiction (other than the states of New Jersey, Minnesota and West Virginia) and gain access to such courts, without incurring any cost or penalty viewed by the Co-Collateral Agents to be significant in amount, and such later qualification cures any access to such courts to enforce payment of such Receivable, provided that during the 45 days after the date hereof, Receivables with respect to which the Obligor is located in the states of New Jersey, Minnesota or West Virginia that are otherwise Eligible Receivables shall not be deemed ineligible solely due to this clause (x);

     (y) the Obligor is an Affiliate of an Originator;

     (z) the Co-Collateral Agents, based on such credit and collateral considerations as the Co-Collateral Agents may deem appropriate, in their Permitted Discretion, and upon at least 5 Business Days’ notice, notify Seller that they have determined such Receivable to be ineligible;

     (aa) the Obligor on such Receivable has a credit balance more than 90 days old (such Receivable to be ineligible only to the extent of such credit balance); or

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     (bb) payments on such Receivable are subject to withholding taxes (such Receivable to be ineligible only to the extent of such withholding taxes).

          “Eligible Receivable Balance” means, at any time, the aggregate outstanding principal balance of all Eligible Receivables minus the sum of (i) the portion of the aggregate outstanding balance of Eligible Receivables which exceeds the Concentration Limit, (ii) the portion of the aggregate outstanding balance of Eligible Receivables the Obligors of which are Approved Foreign Obligors which exceeds 3% of the aggregate outstanding balance of all Eligible Receivables and (iii) the amount of sales or other Taxes, including interest and penalties, owed in respect of Eligible Receivables, except for such Taxes that have been paid by the Seller and as to which the relevant Obligor has agreed to repay the Seller.

          “Empty Date” means the date on which a truck in respect of a Receivable has registered “empty” on the applicable Originator’s systems pursuant to its Credit and Collection Policy.

          “Equity Interest” means with respect to any Person, all of the capital stock of such Person and all warrants, options or other rights to acquire the capital stock of such Person including any contribution from shareholders without any issuance of shares (but excluding any debt security that is convertible into, or exchangeable for, such capital stock)

          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

          “ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with any Swift Entity within the meaning of Section 414 of the Code or Section 4001 of ERISA.

          “ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) with respect to a Pension Plan, the failure to satisfy the minimum funding standard of Section 412 of the Code and Section 302 of ERISA, whether or not waived; (c) the failure to make by its due date a required contribution under Section 412(m) of the Code (or Section 430(j) of the Code, as amended by the Pension Protection Act of 2006) with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (d) a withdrawal by a Swift Entity or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (e) a complete or partial withdrawal by a Swift Entity or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (f) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan or the occurrence of any event or condition which could reasonably be expected to constitute

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grounds under ERISA for the termination of or the appointment of a trustee to administer any Pension Plan, in each case where Pension Plan assets are not sufficient to pay all Plan liabilities; (g) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Swift Entity or any ERISA Affiliate; or (i) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to result in liability to a Swift Entity.

          “Eurodollar Tranche” means an Investment at the LIBOR Rate.

          “Existing Securitization Subsidiary” means Swift Receivables Corporation.

          “Federal Funds Rate” means, with respect to each Purchaser, for any day the greater of (i) the highest rate per annum as determined by the Administrative Agent at which overnight Federal funds are offered to Wells Fargo Bank, N.A. for such day by major banks in the interbank market, and (ii) if the Administrative Agent is borrowing overnight funds from a Federal Reserve Bank that day, the highest rate per annum at which such overnight borrowings are made on that day. Each determination of the Federal Funds Rate by the Administrative Agent shall be conclusive and binding on the Seller except in the case of manifest error.

          “Fee Letter” means the letter agreement dated as of June 27, 2008 between the Seller and the Syndication Agent.

          “Foreign Plan” means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by, or entered into with, a Swift Entity with respect to employees employed outside the United States.

          “FRB” means the Board of Governors of the Federal Reserve System of the United States.

          “Funding Agreement” means any agreement or instrument executed by a Purchaser and executed by or in favor of any Funding Source or executed by any Funding Source at the request of such Purchaser.

          “Funding Parties” is defined in Section 6.2.

          “Funding Source” means, for a Purchaser, any insurance company, bank or other financial institution providing liquidity, back-up purchase or credit support for such Purchaser.

          “GAAP” means generally accepted accounting principles in the United States of America, applied on a consistent basis.

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          “Governmental Authority” means any (a) Federal, state, municipal or other governmental entity, board, bureau, agency or instrumentality, (b) administrative or regulatory authority (including any central bank or similar authority) or (c) court, judicial authority or arbitrator, in each case, whether foreign or domestic.

          “Guarantor” means any of the Parent, the Originators, Interstate Equipment Leasing, Inc., an Arizona corporation, Swift Transportation Co., Inc., an Arizona corporation, Swift Transportation Co., Inc., a Nevada corporation, Common Market Equipment Co., Inc., an Arizona corporation, Sparks Finance LLC, a Delaware limited liability company, Swift Transportation Co. of Virginia, Inc., a Virginia corporation, M.S. Carriers, Inc., a Tennessee corporation, and M.S. Carriers Warehousing & Distribution, Inc., a Tennessee corporation.

          “Incremental Purchase” is defined in Section 1.1(b).

          “Incremental Purchase Request” is defined in Section 1.1(c).

          “Indemnified Losses” means damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (including attorneys’ fees and court costs).

          “Indemnified Party” means each of the Co-Collateral Agents, the Administrative Agent and each Purchaser and their respective officers, directors, agents and employees.

          “Indentures” means, collectively, the Indentures, each dated as of May 10, 2007, by and among Saint Acquisition Corporation, a Nevada corporation (the “Merger Sub”), Holdings, Swift Nevada, the Subsidiary Guarantors parties thereto, and U.S. Bank National Association, a national banking association, as trustee, pursuant to which, among other things, the Merger Sub issued its Floating Rate Notes and Fixed Rate Notes (as such terms are defined in the Indentures), as the same may be amended, restated, supplemented or otherwise modified from time to time.

          “Initial Collection Agent” is defined in the first paragraph hereof.

          “Initial Purchase” is defined in Section 1.1(a).

          “Instructing Group” means at any time, Purchasers holding more than 50% of the Aggregate Commitment or, after the Termination Date, more than 50% of the Aggregate Investment at such time.

          “Intended Tax Characterization” is defined in Section 9.9.

          “Interim Liquidation” means any time before the Liquidation Termination Date during which no Reinvestment Purchases are made by any Purchaser, as established pursuant to Section 1.2.

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          “Investment” means, for each Purchaser, (a) the sum of (i) all Incremental Purchases by such Purchaser and (ii) the aggregate amount of any payments or exchanges made by, or on behalf of, such Purchaser to any other Purchaser to acquire Investment from such other Purchaser minus (b) all Collections, amounts received from other Purchasers and other amounts received or exchanged and, in each case, applied by the Co-Collateral Agents or such Purchaser to reduce such Purchaser’s Investment. A Purchaser’s Investment shall be restored to the extent any amounts so received or exchanged and applied are rescinded or must be returned for any reason.

          “Lead Arranger” means Morgan Stanley Senior Funding, Inc. in its capacity as Lead Arranger hereunder.

          “LIBOR” means, for any Yield Period for an Investment made at the LIBOR Rate, the rate per annum determined by the Administrative Agent in accordance with its customary procedures, and utilizing such electronic or other quotation sources as it considers appropriate, to be the rate at which Dollar deposits (for delivery on the first day of the requested Yield Period) are offered to major banks in the London interbank market 2 Business Days prior to the commencement of the requested Yield Period, for a term and in an amount comparable to the Yield Period and the amount of the Investment requested by Seller in accordance with the Agreement, which determination shall be conclusive in the absence of manifest error.

          “LIBOR Rate” means LIBOR plus (A) 300 basis points, plus (B) during the pendency of any Termination Event, an additional 200 basis points.

          “Lien” shall mean any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the UCC or comparable law of any jurisdiction).

          “Liquidation Period” means, for each Purchaser, all times (x) during an Interim Liquidation and (y) on and after the Termination Date.

          “Liquidation Termination Date” is defined in Section 1.2.

          “Lock-Box” means each post office box or bank box listed on Exhibit E, as revised pursuant to Section 5.1(i).

          “Lock-Box Account” means each account maintained by the Seller at a Lock-Box Bank for the purpose of receiving or concentrating Collections.

          “Lock-Box Agreement” means each agreement between the Seller and a Lock-Box Bank concerning a Lock-Box Account.

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          “Lock-Box Bank” means each bank listed on Exhibit E, as revised pursuant to Section 5.1(i).

          “Lock-Box Letter” means a letter in substantially the form of Exhibit F (or otherwise acceptable to the Administrative Agent) from the Seller to each Lock-Box Bank, acknowledged and accepted by such Lock-Box Bank and the Administrative Agent.

          “Material Adverse Effect” means (a) a material adverse effect or a material adverse change in the business, operations, assets, liabilities (actual or contingent) or financial condition of the Swift Entities taken as a whole, (b) material impairment of the ability of the Swift Entities to perform any of their obligations under the Transaction Documents, (c) material impairment of the collectibility of the Receivables generally or of any material portion of the Receivables or the ability of the Collection Agent (if the Collection Agent is an Originator or an Affiliate of an Originator) to collect Receivables or (d) material impairment of the rights of or benefits available to the Co-Collateral Agents, the Administrative Agent or the Purchasers under the Transaction Documents; provided, however, that a downgrade in any debt rating of any Swift Entity shall not, by itself, constitute a Material Adverse Effect.

          “Matured Aggregate Investment” means, at any time, the Matured Value of the total Investments of all Purchasers then outstanding.

          “Matured Value” means, of any Investment, the sum of such Investment and all unpaid Yield scheduled to become due (whether or not then due) on such Investment during all Yield Periods to which any portion of such Investment has been allocated.

          “Maximum Aggregate Investment” means, at any time, the lesser of (a) the Purchase Limit and (b) (i) the Eligible Receivable Balance minus (ii) the Aggregate Reserve in effect at such time.

          “Maximum Incremental Purchase Amount” means, at any time, the lesser of (a) the difference between the Maximum Aggregate Investment and the Aggregate Investment then outstanding and (b) the difference between the Aggregate Commitment and the Matured Aggregate Investment then outstanding.

          “Minimum Liquidity” means the sum of the excess borrowing availability under the Credit Agreement (but limited to the maximum amount that could be borrowed thereunder without causing a default or event of default thereunder) and under this Agreement plus unrestricted cash of the Swift Entities (other than the Seller), in an amount equal to or greater than $75,000,000.

          “Monthly Report” means a report reflecting the information as of the close of business of the Collection Agent for the immediately preceding calendar month,

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containing the information described on Exhibit B (with such modifications or additional information as requested by the Administrative Agent or the Instructing Group).

          “Moody’s” means Moody’s Investors Service, Inc.

          “Morgan Stanley” means Morgan Stanley Senior Funding, Inc. in its individual capacity and not in its capacity as a Co-Collateral Agent.

          “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Swift Entity or any ERISA Affiliate makes or is obligated to make contributions, during the preceding five plan years, has made or been obligated to make contributions or otherwise could reasonably be expected to incur liability.

          “Obligor” means, for any Receivable, each Person obligated to pay such Receivable and each guarantor of such obligation.

          “Originator” means each of Swift Transportation Corporation, a Nevada corporation, Swift Intermodal Ltd., a Nevada corporation, Swift Leasing Co., Inc., an Arizona corporation and such other wholly-owned subsidiaries of Parent as designated from time to time by Parent and approved by the Co-Collateral Agents.

          “Other Swift Entity” means any Swift Entity that is not a party to any Transaction Document.

          “Parent” means Swift Corporation, a Nevada corporation.

          “Payment Date” means (a) in respect of Yield, the Unused Commitment Fee and the Collection Agent Fee, (i) the first Business Day of each calendar month (with respect to the previous calendar month), commencing on the first such day following the date hereof and (ii) if not previously paid in full, the Termination Date, and (b) with respect to all other obligations of the Seller hereunder, the date such obligation is due or otherwise on demand by the Co-Collateral Agents from and after the time such obligation becomes due and payable (whether by acceleration or otherwise).

          “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor thereto.

          “Pension Plan” means any employee pension benefit plan (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA or to the minimum funding standards under Section 412 of the Code or Section 302 of ERISA and is sponsored or maintained by any Swift Entity, any Subsidiary or any ERISA Affiliate or to which any Swift Entity or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years or with respect to which a Swift

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Entity or ERISA Affiliate could reasonably be expected to incur liability (including under Section 4063 or 4069 of ERISA).

          “Performance Guarantee” means the Performance Guarantee, dated the date hereof, by the Parent, Swift Transportation Corporation, a Nevada corporation, Swift Leasing Co., Inc., an Arizona corporation, Swift Intermodal Ltd., a Nevada corporation, Interstate Equipment Leasing, Inc., an Arizona corporation, Swift Transportation Co., Inc., an Arizona corporation, Swift Transportation Co., Inc., a Nevada corporation, Common Market Equipment Co., Inc., an Arizona corporation, Sparks Finance LLC, a Delaware limited liability company, Swift Transportation Co. of Virginia, Inc., a Virginia corporation, M.S. Carriers, Inc., a Tennessee corporation, and M.S. Carriers Warehousing & Distribution, Inc., a Tennessee corporation, in favor of the Co-Collateral Agents, for the benefit of themselves and the Purchasers, the Administrative Agent, for the benefit of itself and the Purchasers, and the Purchasers.

          “Periodic Report” means a Weekly Report, a Monthly Report or any other report (other than a daily report) as may be requested pursuant to Section 3.3, as applicable.

          “Permitted Discretion” shall mean the Administrative Agent’s or the Co-Collateral Agents’ commercially reasonable judgment, exercised in good faith in accordance with customary business practices for comparable asset-based lending transactions, as to any factor which the Administrative Agent or the Co-Collateral Agents reasonably determine: (a) will or reasonably could be expected to adversely affect in any material respect the value of any Receivables, the enforceability or priority of the Administrative Agent’s Liens thereon or the amount which the Co-Collateral Agents or the Purchasers would be likely to receive (including, without limitation, after giving consideration to any delays in payment and costs of enforcement) in the liquidation of such Receivables or (b) evidences that any collateral report or financial information delivered to the Co-Collateral Agents by the Seller is incomplete, inaccurate or misleading in any material respect. In exercising such judgment, the Administrative Agent and the Co-Collateral Agents may consider, without duplication, such factors already included in or tested by the definition of Eligible Receivables.

          “Person” means an individual, partnership, corporation, association, joint venture, Governmental Authority or other entity of any kind.

          “Plan” means any employee benefit plan (as such term is defined in Section 3(3) of ERISA) established by any Swift Entity or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

          “Potential Termination Event” means any Termination Event or any event or condition that with the lapse of time or giving of notice, or both, would constitute a Termination Event.

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          “Prime Rate” means, with respect to each Purchaser, (A) for any period, the daily average during such period of the greater of (i) the floating commercial loan rate per annum of Wells Fargo Bank, N.A. (which rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer by Wells Fargo Bank, N.A.) announced from time to time as its prime rate or equivalent for Dollar loans in the United States of America, changing as and when said rate changes and (ii) the Federal Funds Rate plus 0.75% plus (B) during the pendency of a Termination Event, 2.00%.

          “Purchase” is defined in Section 1.1(a).

          “Purchase Agreement” means the Purchase and Sale Agreement dated as of the date hereof among the Seller and the Originators.

          “Purchase Amount” is defined in Section 1.1(c).

          “Purchase Date” is defined in Section 1.1(c).

          “Purchase Interest” means, for a Purchaser, the percentage ownership interest in the Receivables, Related Security and Collections held by such Purchaser, calculated when and as described in Section 1.1(a).

          “Purchase Limit” means $210,000,000 as such amount shall be automatically increased in accordance with any increases in the Aggregate Commitment pursuant to Section 1.9 of this Agreement.

          “Purchaser” means each Person party to this Agreement and listed as such on Schedule II hereto and each other Person that becomes a Purchaser pursuant to a Transfer Supplement.

          “Purchaser Reserve Percentage” means, for each Purchaser, the Reserve Percentage multiplied by a fraction, the numerator of which is such Purchaser’s outstanding Investment and the denominator of which is the Aggregate Investment.

          “Ratable Share” means, for each Purchaser, such Purchaser’s Commitment divided by the aggregate Commitment of all Purchasers.

          “Receivable” means each obligation of an Obligor to pay for services rendered by an Originator and includes such Originator’s rights to payment of any interest or finance charges and all proceeds of the foregoing. Deemed Collections shall reduce the outstanding balance of Receivables hereunder, so that any Receivable that has its outstanding balance deemed collected shall cease to be a Receivable hereunder after (x) the Collection Agent receives payment of such Deemed Collections under Section 1.5(b) or (y) if such Deemed Collection is received before the Termination Date, an adjustment to the Sold Interest permitted by Section 1.5(c) is made. The Receivables

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include the receivables that are the subject of the Initial Purchase and the transfer of the Residual Interest pursuant to the Contribution Agreement.

          “Records” means, for any Receivable, all contracts, books, records and other documents or information (including computer programs, tapes, disks, software and related property and rights) relating to such Receivable or the related Obligor.

          “Reinvestment Purchase” is defined in Section 1.1(b).

          “Related Security” means with respect to any Receivable: (i) all right, title and interest of the Seller in, under and to all security agreements and other contracts that relate to such Receivable; (ii) all supporting obligations including all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the contract relating to such Receivable or otherwise, together with all financing statements authorized by an Obligor describing any collateral securing such Receivable; (iii) all letter of credit rights, guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable, whether pursuant to the contract relating to such Receivable or otherwise; (iv) all Records relating to such Receivable (subject, in the case of Records consisting of computer programs, data processing software and other intellectual property under license from third parties, to restrictions imposed by such license on the sublicensing or transfer thereof); (v) all of the Seller’s right, title and interest in and to the following: (x) the Purchase Agreement, including, without limitation, (A) all rights to receive moneys due and to become due under or pursuant to the Purchase Agreement, (B) all rights to receive proceeds of any indemnity, warranty or guarantee with respect to the Purchase Agreement, (C) claims for damages arising out of or for breach of or default under the Purchase Agreement, and (D) the right to perform under the Purchase Agreement and to compel performance and otherwise exercise all remedies thereunder; and (y) all lock-boxes to which Collections are sent or deposited, and all funds and investments therein, (vi) all funds in the Cash Assets Account, and (vii) all proceeds of any and all of the foregoing.

          “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the 30 day notice period has been waived.

          “Reporting Date” means, with respect to a Weekly Report, the 2nd Business Day of each calendar week commencing with the week beginning July 27, 2008 and, with respect to a Monthly Report, the 12th Business Day of each calendar month commencing with the month of August, 2008.

          “Reserve Percentage” means, at any time, the quotient obtained by dividing (a) the Aggregate Reserve by (b) the Eligible Receivable Balance.

          “Residual Interest” is defined in the second recital hereof.

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          “S&P” means Standard & Poor’s Ratings Group.

          “Seller” is defined in the first paragraph hereof.

          “Seller Account” means the Seller’s account designated by the Seller to the Administrative Agent in writing.

          “Sold Interest” is defined in Section 1.1(a).

          “Sole Bookrunner” means Morgan Stanley Senior Funding, Inc. in its capacity as Sole Bookrunner hereunder.

          “Solvent” means, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Persons ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Persons property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

          “Subordinated Note” means each revolving promissory note issued by the Seller to the applicable Originator under the Purchase Agreement.

          “Subsidiary” means any Person of which at least a majority of the voting stock (or equivalent equity interests) is owned or controlled by the Seller or any Swift Entity or by one or more other Subsidiaries of the Seller or such Swift Entity, provided that neither Swift Transportation of Puerto Rico, Inc. nor World Wide Solutions, Inc. shall be deemed a Subsidiary if it (i) is in the process of dissolution as of the date hereof, (ii) conducts no business activities and (iii) has no material assets and/or liabilities. The Subsidiaries of the Parent on the date hereof are listed on Exhibit D.

          “Supermajority Instructing Group” means at any time, Purchasers holding more than 80% of the Aggregate Commitment or, after the Termination Date, more than 80% of the Aggregate Investment at such time; provided that such Purchasers must include all Purchasers who are also the Administrative Agent and Co-Collateral Agents at such time.

          “Swift Entity” means the Parent, the Originators or any Subsidiary thereof.

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          “Syndication Agent” means Morgan Stanley Senior Funding, Inc. in its capacity as Syndication Agent hereunder.

          “Taxes” means all taxes, charges, fees, levies or other assessments (including income, gross receipts, profits, withholding, excise, property, sales, use, license, occupation and franchise taxes and including any related interest, penalties or other additions) imposed by any jurisdiction or taxing authority (whether foreign or domestic).

          “Termination Date” means the earliest of (a) a Bankruptcy Event of any Swift Entity, (b) the date that may be designated by the Administrative Agent (or shall be designated by the Administrative Agent at the direction of the Instructing Group) to the Seller at any time after the occurrence and during the continuance of any other Termination Event, (c) the Business Day designated by the Seller with no less than 30 Business Days prior notice to the Co-Collateral Agents and the Administrative Agent and (d) the fifth anniversary of the date hereof.

          “Termination Event” means the occurrence of any one or more of the following:

     (a) any representation, warranty, certification or statement made by the Seller or any Swift Entity in, or pursuant to, any Transaction Document proves to have been incorrect in any material respect when made (including pursuant to Section 7.2);

     (b) the Collection Agent, any Swift Entity or the Seller fails to make any payment or other transfer of funds under any Transaction Document when due (including any payments under Section 1.5(a)) and such failure remains unremedied for one Business Day;

     (c) the Seller fails to observe or perform any covenant or agreement contained in Sections 5.1(a), 5.1(b), 5.1(f), 5.1(g), 5.1(h)(ii), 5.1(i), 5.1(j), 5.1(k), 5.1(l), 5.1(m), 5.1(o), 5.1(p), 5.1(r), 5.1(s), 5.1(t), 5.1(w) or 5.1(x) of this Agreement or any Originators fails to perform any covenant or agreement in Sections 5.1(h), 5.1(i) or 5.1(j) of the Purchase Agreement;

     (d) any Swift Entity fails to observe or perform any other term, covenant or agreement under any Transaction Document, and such failure remains unremedied for 30 days;

     (e) any Swift Entity suffers a Bankruptcy Event;

     (f) the Delinquency Ratio exceeds 6.5%, the Default Ratio exceeds 10%, the average Dilution Ratio for the most recent three calendar months exceeds 5%, the Charge-Off Ratio exceeds 1.5% or the Turnover Ratio exceeds 50 days;

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     (g) (i) any Swift Entity, directly or indirectly, disaffirms or contests the validity or enforceability of any Transaction Document or (ii) any Transaction Document fails to be the enforceable obligation of the Swift Entity or Affiliate party thereto;

     (h) (i) any Swift Entity (A) generally does not pay its debts as such debts become due or admits in writing its inability to pay its debts generally or (B) fails to pay any of its indebtedness or defaults in the performance of any provision of any agreement under which such indebtedness was created or is governed and such default causes such indebtedness to be declared due and payable or to be required to be prepaid before the scheduled maturity thereof or (ii) a default or termination or similar event occurs under any agreement providing for the sale, transfer or conveyance by the Seller or any of the Originators or Guarantors of any of its financial assets;

     (i) the Parent shall fail to own and control, directly or indirectly, 100% of the outstanding voting stock of the Seller and the Originators or a “Change of Control” as defined in the Credit Agreement or the Indentures as in effect on the date hereof has occurred;

     (j) a Collection Agent Replacement Event has occurred and is continuing;

     (k) any Swift Entity fails to perform or observe any other covenant or agreement (not otherwise specified in this definition) contained in any Transaction Document on its part to be performed or observed and such failure continues for 30 days, or solely with respect to a failure (i) of the Seller to comply with Sections 5.1(a)(i) and (ii) of this Agreement, 10 Business Days, after notice thereof by the Administrative Agent to the Seller; provided, however, that a default under Section 5.1(j) shall not constitute a Termination Event if such default relates to a specific Receivable and gives rise to an obligation of the Seller to make a payment under Section 1.5(b) in respect of the affected Receivable and the Seller has made such payment in accordance with Section 1.5(b) and, after giving effect to such payment and, if applicable, any calculated reduction in Investment by an amount on deposit in the Cash Assets Account that is available for application therefor pursuant to Section 2.1, the Sold Interest would not exceed 100%;

     (l) any Swift Entity (i) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any indebtedness (other than indebtedness hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (ii) fails to observe or perform any other agreement or condition relating to any such indebtedness of not less than the Threshold Amount (any such indebtedness, the “Threshold Indebtedness"), or any other event occurs (other than, with respect to

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indebtedness consisting of swap contracts, termination events or equivalent events pursuant to the terms of such swap contracts), the effect of which default or other event is to cause, or to permit the holder or holders of such indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (l) shall not apply to secured indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such indebtedness; provided, further, that such failure is unremedied and is not waived by the holders of such indebtedness; or (iii) an Event of Default shall exist under (as defined in) the Credit Agreement or any of the Indentures;

     (m) there is entered against any Swift Entity (other than an Other Swift Entity) a final judgment or order for the payment of money in an aggregate amount exceeding $10,000,000 or, if such Swift Entity has failed to self-insure and maintain adequate reserves, the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and has not denied coverage) or there is entered against any Other Swift Entity a final judgment or order for the payment of money in an aggregate amount exceeding $30,000,000 (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and has not denied coverage), and in any such case such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of 60 consecutive days;

     (n) any material portion of any material Transaction Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or as a result of acts or omissions by the Co-Collateral Agents, the Administrative Agent or any Purchaser, ceases to be in full force and effect; or any Swift Entity or ABN Assignor or Affiliate contests in writing the validity or enforceability of any provision of any Transaction Document; or any Swift Entity or ABN Assignor or Affiliate denies in writing that it has any or further liability or obligation under any Transaction Document (other than as a result of repayment in full of the Investment); or any Swift Entity or ABN Assignor or Affiliate denies or purports in writing to revoke or rescind any Transaction Document; or it becomes unlawful for any Swift Entity to perform any of its obligations under the Transaction Documents;

     (o) any Purchase shall for any reason (other than pursuant to the terms hereof) cease to create, or any Purchase Interest shall for any reason cease to be, a valid and perfected first priority undivided percentage ownership interest or security interest in each applicable Receivable and the Related Security and Collections with respect thereto, except by reason of action taken voluntarily by

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the Administrative Agent, or the failure by the Administrative Agent to take action required to be taken by it under the Transaction Documents; provided, however, that any such event that relates to a specific Receivable shall not constitute an Event of Termination under this section if the occurrence of such event gives rise to an obligation of the Seller to make a payment under Section 1.5(b) in respect of the affected Receivable and the Seller has made such payment in accordance with Section 1.5(b) and, after giving effect to such payment and, if applicable, any calculated reduction in Investment by an amount held in the Cash Assets Account that is available for application therefor pursuant to Section 2.1, as applicable, the Sold Interest would not exceed 100%;

     (p) an ERISA Event occurs which, together with all other ERISA Events that have occurred, has resulted or could reasonably be expected to result in a Material Adverse Effect;

     (q) 5.0% (by dollar amount) or more of collections received in any month are not received in a Lock-Box or Lock-Box Account;

     (r) the Parent is not Solvent on a consolidated basis before giving effect to any GAAP adjustments to shareholder’s equity related to shareholder loans; or

     (s) the Sold Interest exceeds 100% for longer than one Business Day.

          Notwithstanding the foregoing, a failure of a representation or warranty or breach of any covenant described in clause (a), (c) or (d) above related to a Receivable shall not constitute a Termination Event if the Seller has been deemed to have collected such Receivable pursuant to Section 1.5(b) or, before the Liquidation Termination Date, has adjusted the Sold Interest as provided in Section 1.5(c) so that such Receivable is no longer considered to be outstanding.

          “Terrorism Party” means any person listed: (a) in the Annex to Executive Order No. 13224 on Terrorist Financing, effective September 2001; (b) on the “Specially Designated Nationals and Blocked Persons” list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury; (c) in any successor list to either of the foregoing; or (d) any person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224 on Terrorist Financing, effective September 2001.

          “Threshold Amount” means $5,000,000.

          “Transaction Documents” means this Agreement, the Fee Letter, the Performance Guarantee, the Purchase Agreement, the Subordinated Notes, the Assignment and Release Agreement, the Assignment Agreement and all other documents, instruments and agreements executed or furnished in connection herewith and therewith.

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          “Transfer Agreement” means each transfer, liquidity or asset purchase agreement entered into between a Purchaser and the Administrative Agent in connection with this Agreement.

          “Transfer Supplement” is defined in Section 9.8.

          “Turnover Ratio” means an amount, expressed in days, obtained by multiplying (a) a fraction, (i) the numerator of which is equal to the sum of the aggregate principal amount of all Receivables as of the first day of the immediately preceding three calendar months and (ii) the denominator of which is equal to the sum of the Collections during such applicable period of three calendar months; times (b) 30.

          “UCC” means, for any state, the Uniform Commercial Code as in effect in such state.

          "Unbilled Component” means the portion of the Eligible Receivable Balance consisting of unbilled Receivables.

          "Unbilled Receivable” means a Receivable on an Empty Date but for which an invoice or other evidence of an Obligor’s payment obligation has not been rendered.

          “Unused Aggregate Commitment” means, at any time, the difference between the Aggregate Commitment then in effect and the outstanding Matured Aggregate Investment.

          “Unused Commitment” means, for any Purchaser at any time, the difference between its Commitment and its Investment then outstanding.

          “Unused Commitment Fee” is defined in Section 1.4.

          “Weekly Report” means a report reflecting the information as of the close of business of the Collection Agent for the immediately preceding calendar week, containing the information described on Exhibit B (with such modifications or additional information as requested by the Administrative Agent or the Instructing Group).

          “Welfare Plan” means a welfare plan, as defined in Section 3(1) of ERISA.

          “Yield” means, as applicable, either (a) the LIBOR Rate or (b) the Alternate Base Rate.

          “Yield Period” means, in the case of any Investment made at the LIBOR Rate, (a) initially, the period commencing on the date such Investment is made or on the date of conversion of an Investment made at the Alternate Base Rate to an Investment made at the LIBOR Rate and ending one, two, three or six months thereafter, as selected by the Seller in its Incremental Purchase Request and (b) thereafter, if such Investment is

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continued, in whole or in part, as an Investment made at the LIBOR Rate, a period commencing on the last day of the immediately preceding Yield Period therefor and ending one, two, three, six, nine or twelve (if at the time of the relevant Incremental Purchase Request, all Purchasers participating therein agree to make a nine or twelve month Yield Period available) months thereafter, as selected by the Seller in its notice delivered pursuant to the definition of Applicable Yield to the Administrative Agent; provided, however, that all of the foregoing provisions relating to Yield Periods in respect of Investment made at the LIBOR Rate are subject to the following:

     (i) if any Yield Period would otherwise end on a day that is not a Business Day, such Yield Period shall be extended to the next succeeding Business Day, unless the result of such extension would be to extend such Yield Period into another calendar month, in which event such Yield Period shall end on the immediately preceding Business Day;

     (ii) any Yield Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Yield Period) shall end on the last Business Day of a calendar month;

     (iii) the Seller may not select any Yield Period that ends after the Termination Date; and

     (iv) there shall be outstanding at any one time no more than 10 Yield Periods in the aggregate.

          The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms. Unless otherwise inconsistent with the terms of this Agreement, all accounting terms used herein shall be interpreted, and all accounting determinations hereunder shall be made, in accordance with GAAP. Amounts to be calculated hereunder shall be continuously recalculated at the time any information relevant to such calculation changes.

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Schedule II

Purchasers And Commitments

PURCHASER	COMMITMENT
Morgan Stanley Senior Funding, Inc.	$	40,000,000
General Electric Capital Corporation	$	60,000,000
Wells Fargo Foothill, LLC	$	60,000,000
ING Capital LLC	$	50,000,000

Schedule III

Litigation

          On November 6 and 7, 2006, three cases were filed against our wholly owned subsidiary, Swift Transportation Co., Inc., a Nevada corporation (“Swift-Nevada”), and each of its then-existing directors. Two of the cases were filed in Arizona Superior Court, Maricopa County (Pfeiffer v. Swift Transportation Co., Inc. et al., Case No. CV2006-017074 and Molinari v. Swift Transportation Co., Inc., et al., Case No CV2006-017089) and the third case was filed in the District Court for Nevada, Clark County (Hendrix v. Swift Transportation Company Inc. et al., Case No A531032). The three cases were putative class actions brought by stockholders alleging that the defendant directors breached their fiduciary duties to Swift-Nevada in connection with a proposal from Jerry Moyes to acquire all of Swift-Nevada’s outstanding shares for $29.00 per share. The cases asserted claims for monetary damages, injunctive relief and attorneys’ fees and expenses. The parties filed a stipulation in Arizona to consolidate the two Arizona cases. On November 27, 2006, Swift-Nevada announced that the special committee of the Board of Directors had rejected Mr. Moyes’ $29.00 per share offer.

          On January 19, 2007, Swift-Nevada announced that after engaging in discussions with other potential financial and strategic buyers, as well as further discussions and negotiations with Mr. Moyes, Swift-Nevada decided to enter into a definitive merger agreement pursuant to which Mr. Moyes and certain of his family members would acquire all of the outstanding shares of stock of Swift-Nevada for $31.55 per share.

          On January 23, 2007, January 26, 2007 and January 23, 2007, respectively, two new purported stockholder class action lawsuits and an amended complaint in a preexisting lawsuit (the “Amended Complaint”) were filed. The lawsuits were filed in the Arizona Superior Court, Maricopa County (Weller v. Swift Transportation Co., Inc., et al., Case No CV2007-1440) and the District Court for Nevada, Washoe County (McDonald v. Swift Transportation Co., Inc. et al., Case No CV0700197). The Amended Complaint was filed in an action that was commenced on March 24, 2006, in the District Court for Nevada, Clark County (Rivera v. Eller et al., Case No A519346). In each of these cases, the plaintiffs alleged that the defendant directors breached their fiduciary duties to Swift-Nevada in connection with its entry into the merger agreement. In addition to asserting direct claims for breach of fiduciary duty, the Amended Complaint asserts derivative claims on behalf of Swift-Nevada and also asserts a claim against Mr. Moyes and Earl H. Scudder, a former director of Swift-Nevada, and a current director of Swift Corporation, for unjust enrichment. These lawsuits also asserted claims for monetary damages, injunctive relief and attorneys’ fees and expenses.

          On April 2 and 4, 2007, plaintiffs in the Pfeiffer, Molinari, Weller, and McDonald actions voluntarily dismissed those actions without prejudice in favor of the actions pending in the District Court for Nevada, Clark County.

          On April 4, 2007, plaintiffs in the Pfeiffer, Molinari, Hendrix, Weller, McDonald, and Rivera actions filed a consolidated complaint in the District Court for Nevada, Clark County (the “Consolidated Class Action Complaint”). Like the previously-filed complaints, the Consolidated Class Action Complaint alleged that the defendant directors breached their fiduciary duties to Swift-Nevada in connection with its entry into the merger agreement and that Mr. Moyes additionally aided and abetted such breach. The Consolidated Class Action Complaint also alleged that Swift-Nevada issued a materially misleading proxy that omitted or failed to fairly disclose material information about the sales process. The Consolidated Class Action Complaint sought monetary damages, injunctive relief and attorneys’ fees and expenses.

          On April 24, 2007, the Court denied plaintiffs’ application for a temporary restraining order seeking to postpone Swift-Nevada’s special meeting of stockholders.

          On June 29, 2007, plaintiffs in the action pending in the District Court for Nevada, Clark County filed an amended consolidated class action complaint (the “Amended Consolidated Class Action Complaint”). The allegations and claims in the Amended Consolidated Class Action Complaint are substantively similar to the allegations in the Consolidated Class Action Complaint. The Amended Consolidated Class Action Complaint seeks declaratory and equitable relief, monetary damages, and attorneys’ fees and expenses. The parties are currently engaged in discovery and the impact of the final disposition of these legal proceedings cannot be assessed at this time.

          On June 2, 2008, Swift received notice from the Federal Motor Carrier Safety Administration (“FMCSA”) in the form of an Administrative Order to Show Cause (“Order”) within thirty (30) days as to why Swift should be permitted to remain self insured and not be required to secure alternate independent insurance coverage. The Order was issued as a consequence of the FMCSA’s unilateral conclusion that the financial statements of Swift do not reflect sufficient tangible net worth to remain self insured. Swift believes that the FMCSA’s conclusion is based upon an erroneous evaluation of Swift’s financial statements in calculating tangible net worth. Swift believes that under applicable FMCSA standards, Swift meets the tangible net worth requirements of the FMCSA in order to remain self insured. Swift is filing a motion for reconsideration based upon the foregoing, but during the interim, Swift has filed a motion to stay the Order and extend the period of time to respond which is currently pending before the FMCSA.

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First Amendment
to
Receivables Sale Agreement

     This First Amendment to Receivables Sale Agreement (the “Amendment"), dated as of November 6, 2009, is entered into among Swift Receivables Corporation II (the “Seller"), Swift Transportation Corporation (the “Initial Collection Agent"), Morgan Stanley Senior Funding, Inc., Wells Fargo Foothill, LLC and General Electric Capital Corporation, as collateral agents (the “Co-Collateral Agents") for the purchasers (the “Purchasers”) from time to time party to the Sale Agreement (as defined below), Wells Fargo Foothill, LLC, as administrative agent for the Purchasers (the “Administrative Agent”). Certain capitalized terms used but not defined herein shall have the meanings set forth in Schedule I of the Sale Agreement.

Witnesseth:

     Whereas, the Seller, Initial Collection Agent, Co-Collateral Agents, Administrative Agent and Purchasers have heretofore executed and delivered a Receivables Sale Agreement dated as of July 30, 2008 (as amended, supplemented or otherwise modified through the date hereof, the “Sale Agreement"); and

     Whereas, Swift Transportation Co., Inc., a Nevada corporation, has been converted into a Delaware limited liability company but nonetheless has continuity of existence in this converted form;

     Whereas, the parties hereto desire to amend the Sale Agreement as provided herein to address such conversion and certain other items;

     Now, Therefore, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree that the Sale Agreement shall be and is hereby amended as follows:

     Section 1. All references to “Swift Transportation Co., Inc., a Nevada corporation” (“Swift Inc.”) throughout the Sale Agreement and other Transaction Documents are hereby amended to refer to “Swift Transportation Co., LLC, a Delaware limited liability company” (“Swift LLC”), and Swift LLC has assumed are remains liable for all of the obligations of Swift Inc. under the Transaction Documents.

     Section 2. Clause (i) of the defined term “Termination Event” appearing in Schedule I of the Sale Agreement is hereby amended in its entirety and as so amended shall read as follows:

     (i) the Parent shall fail to own and control, directly or indirectly, 100% of the outstanding voting stock of the Seller and the Originators or a “Change of Control” as defined in the Credit Agreement or the Indentures (each as in effect on the effective date of the First Amendment to the Receivable Sale Agreement, dated as of November 6, 2009, among the parties to this Sale Agreement) has occurred;

     Section 3. This Amendment shall become effective on the date that each of the following shall have been satisfied (i) the Administrative Agent shall have received counterparts hereof executed by the Seller, the Initial Collection Agent, each Co-Collateral Agent, each Purchaser and the Administrative Agent and (ii) each of the Guarantors shall have executed and delivered to the Administrative Agent the acknowledgment and consent in the form set forth below.

     Section 4. To induce the Co-Collateral Agents, Administrative Agent and the Purchasers to enter into this Amendment, the Seller and Initial Collection Agent represent and warrant to the Co-Collateral Agents, Administrative Agent and the Purchasers that: (a) the representations and warranties contained in the Sale Agreement, are true and correct in all material respects as of the date hereof with the same effect as though made on the date hereof (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (b) no Termination Event or Potential Termination Event has occurred and is continuing; (c) this Amendment has been duly authorized by all necessary corporate proceedings and duly executed and delivered by each of the Seller and the Initial Collection Agent, and the Sale Agreement, as amended by this Amendment, and each of the other Transaction Documents are the legal, valid and binding obligations of the Seller and the Initial Collection Agent, enforceable against the Seller and the Initial Collection Agent in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights or by general principles of equity; and (d) no consent, approval, authorization, order, registration or qualification with any governmental authority is required for, and in the absence of which would adversely effect, the legal and valid execution and delivery or performance by the Seller or the Initial Collection Agent of this Amendment or the performance by the Seller or the Initial Collection Agent of the Sale Agreement, as amended by this Amendment, or any other Transaction Document to which they are a party.

     Section 5. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment.

     Section 6. Except as specifically provided above, the Sale Agreement and the other Transaction Documents shall remain in full force and effect and are hereby ratified and confirmed in all respects. The execution, delivery, and effectiveness of this Amendment shall not operate as a waiver of any right, power, or remedy of any Agent or any Purchaser under the Sale Agreement or any of the other Transaction Documents, nor constitute a waiver or modification of any provision of any of the other Transaction Documents.

     Section 7. This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by the law of the State of New York.

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     In Witness Whereof, the parties have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.

MORGAN STANLEY SENIOR FUNDING, INC., as Co-Collateral Agent
By	/s/ Stephen B. King
	Name:	Stephen B. King
	Title:	Vice President
WELLS FARGO FOOTHILL, LLC, as Co-Collateral Agent and Administrative Agent
By	/s/ Patrick McCormack
	Name:	Patrick McCormack
	Title:	Vice President
GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Collateral Agent
By	/s/ David C. Johnson
	Name:	David C. Johnson
	Title:	Duly Authorized Signatory
ING CAPITAL LLC, as a Purchaser
By	/s/ Jerry L. McDonald
	Name:	Jerry L. McDonald
	Title:	Director

Signature Page to First Amendment to Receivables Sale Agreement

PNC BANK, NATIONAL ASSOCIATION, as a Purchaser
By	/s/ Jacqueline MacKenzie
	Name:	Jacqueline MacKenzie
	Title:	Vice President

Signature Page to First Amendment to Receivables Sale Agreement

SWIFT RECEIVABLES CORPORATION II, as Seller
By	/s/ Jerry Moyes
	Name:	Jerry Moyes
	Title:	President and Chief Executive Officer
SWIFT TRANSPORTATION CORPORATION, as Initial Collection Agent
By	/s/ Jerry Moyes
	Name:	Jerry Moyes
	Title:	President and Chief Executive Officer

Signature Page to First Amendment to Receivables Sale Agreement

Guarantors’ Acknowledgment and Consent

     Each of the undersigned has heretofore executed and delivered the Performance Guaranty dated as of July 30, 2008 (the “Performance Guarantee”) and hereby consents to the First Amendment to the Sale Agreement as set forth above and confirms that the Performance Guarantee and all of the undersigned’s obligations thereunder remain in full force and effect. The undersigned further agrees that the consent of the undersigned to any further amendments to the Sale Agreement shall not be required as a result of this consent having been obtained, except to the extent, if any, required by the Performance Guarantee referred to above.

SWIFT CORPORATION
By	/s/ Jerry Moyes
	Name:	Jerry Moyes
	Title:	President and Chief Executive Officer
SWIFT TRANSPORTATION CORPORATION
By	/s/ Jerry Moyes
	Name:	Jerry Moyes
	Title:	President and Chief Executive Officer
INTERSTATE EQUIPMENT LEASING, INC.
By	/s/ Jerry Moyes
	Name:	Jerry Moyes
	Title:	President and Chief Executive Officer
SWIFT TRANSPORTATION CO., INC.
By	/s/ Jerry Moyes
	Name:	Jerry Moyes
	Title:	President and Chief Executive Officer

Signature Page to Guarantor’s Acknowledgment and Consent

SWIFT TRANSPORTATION CO., LLC., a Delaware limited liability company, formerly known as Swift Transportation Co., Inc., a Nevada corporation
By	/s/ Jerry Moyes
	Name:	Jerry Moyes
	Title:	President and Chief Executive Officer
COMMON MARKET EQUIPMENT CO., INC.
By	/s/ Jerry Moyes
	Name:	Jerry Moyes
	Title:	President and Chief Executive Officer
SPARKS FINANCE LLC
By	/s/ Jerry Moyes
	Name:	Jerry Moyes
	Title:	President and Chief Executive Officer
SWIFT TRANSPORTATION CO. OF VIRGINIA, INC.
By	/s/ Jerry Moyes
	Name:	Jerry Moyes
	Title:	President and Chief Executive Officer

Signature Page to Guarantor’s Acknowledgment and Consent

M.S. CARRIERS, INC.
By	/s/ Jerry Moyes
	Name:	Jerry Moyes
	Title:	President and Chief Executive Officer
M.S. CARRIERS WAREHOUSING & DISTRIBUTION, INC.
By	/s/ Jerry Moyes
	Name:	Jerry Moyes
	Title:	President and Chief Executive Officer

Signature Page to Guarantor’s Acknowledgment and Consent

EX-10.5

Exhibit 10.5

SWIFT CORPORATION

2007 OMNIBUS INCENTIVE PLAN

ARTICLE I
PURPOSE AND EFFECTIVE DATE

     Section 1.1. Purpose. The purpose of the Plan is to provide incentives to certain Employees, Directors, and Consultants of the Company in a manner designed to reinforce the Company’s performance goals; to link a significant portion of Participants’ compensation to the achievement of such goals; and to continue to attract, motivate, and retain key personnel on a competitive basis.

     Section 1.2. Effective Date. The Plan was adopted by Swift’s Board of Directors and stockholders on October 10, 2007.

ARTICLE II
DEFINITIONS AND CONSTRUCTION

     Section 2.1. Certain Defined Terms. As used in this Plan, unless the context otherwise requires, the following terms shall have the following meanings:

          (a) “Award” means any form of stock option, stock appreciation right, Stock Award, Restricted Stock Unit Award, performance unit, Performance Award, or other incentive award granted under the Plan, whether singly, in combination, or in tandem, to a Participant by the Committee pursuant to such terms, conditions, restrictions, and/or limitations, if any, as the Committee may establish by the Award Notice or otherwise.

          (b) “Award Notice” means the document establishing the terms, conditions, restrictions, and/or limitations of an Award in addition to those established by this Plan and by the Committee’s exercise of its administrative powers. The Committee will establish the form of the document in the exercise of its sole and absolute discretion.

          (c) “Board” means the Board of Directors of Swift.

          (d) “CEO” means the Chief Executive Officer of Swift.

          (e) “Code” means the Internal Revenue Code of 1986, as amended from time to time, including the regulations thereunder and any successor provisions and the regulations thereto.

          (f) “Committee” means (i) the Board, and (ii) the Compensation Committee of the Board, or such other Board committee as may be designated by the Board to administer the Plan; provided that following an Initial Public Offering the Committee shall consist of two or more Directors, all of whom are both a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act and an “outside director” within the meaning of the definition of such term as contained in Treasury Regulation Section 1.162-27(e)(3), or any successor definition adopted under Section 162(m) of the Code.

          (g) “Common Stock” means the Common Stock, par value $0.001 per share, of Swift.

          (h) “Company” means Swift Corporation, a Nevada corporation, and its Subsidiaries.

          (i) “Consultants” means the consultants, advisors, and independent contractors retained by the Company.

          (j) “Covered Employee” means an Employee who is a “covered employee” within the meaning of Section 162(m) of the Code.

          (k) “Director” means a member of the Board who is not an Employee.

          (l) “Effective Date” means the date an Award is determined to be effective by the Committee upon its grant of such Award, which date shall be set forth in the applicable Award Notice.

          (m) “Employee” means any person employed by the Company on a full or part-time basis.

          (n) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, including the rules thereunder and any successor provisions and the rules thereto.

          (o) “Fair Market Value” means the closing price of the Common Stock on the principal national securities exchange on which the Common Stock is then listed or admitted to trading, and the closing price shall be the last reported sale price, regular way, on such date (or, if no sale takes place on such date, the last reported sale price, regular way, on the next preceding date on which such sale took place), as reported by such exchange. If the Common Stock is not then so listed or admitted to trading on a national securities exchange, then Fair Market Value shall be the closing price (the last reported sale price regular way) of the Common Stock in the over-the-counter market as reported by the National Association of Securities Dealers Automated Quotation System (“NASDAQ”), if the closing price of the Common Stock is then reported by NASDAQ. If the Common Stock closing price is not then reported by NASDAQ, then Fair Market Value shall be the mean between the representative closing bid and closing asked prices of the Common Stock in the over-the-counter market as reported by NASDAQ. If the Common Stock bid and asked prices are not then reported by NASDAQ, then Fair Market Value shall be the quote furnished by any member of the National Association of Securities Dealers, Inc. selected from time to time by Swift for that purpose. If no member of the National Association of Securities Dealers, Inc. then furnishes quotes with respect to the Common Stock and the Common Stock is not listed or admitted to trading on a national securities exchange, then Fair Market Value shall be the value determined by the Committee in good faith by applying any reasonable valuation method permitted under Section 409A of the Code to determine fair market value in accordance with Section 409A of the Code.

          (p) “Initial Public Offering” means an initial public offering of the Common Stock of Swift or another company, with substantially the same ownership, which assumes Swift’s obligation hereunder.

          (q) “Negative Discretion” means the discretion authorized by the Plan to be applied by the Committee in determining the size of a Performance Award for a Performance Period if, in the Committee’s sole judgment, such application is appropriate. Negative Discretion may only be used by the Committee to eliminate or reduce the size of a Performance Award. In no event shall any discretionary authority granted to the Committee by the Plan, including, but not limited to Negative Discretion, be used to: (a) grant Performance Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained under the applicable Performance Formula; or (b) increase a Performance Award above the maximum amount payable under Section 6.3 of the Plan.

          (r) “Participant” means either an Employee, Director, or Consultant to whom an Award has been granted under the Plan.

          (s) “Performance Awards” means the Stock Awards and performance units granted pursuant to Article VII. Performance Awards are intended to qualify as “performance-based compensation” under Section 162(m) of the Code, if such provision is applicable to Swift.

          (t) “Performance Criteria” means the one or more criteria that the Committee shall select for purposes of establishing the Performance Goal(s) for a Performance Period. The Performance Criteria that will be used to establish such Performance Goal(s) shall be expressed in terms of the attainment of specified levels of one or any variation or combination of the following: revenues (including, without limitation, measures such as revenue per mile (loaded or total) or revenue per tractor), net revenues, fuel surcharges, accounts receivable collection or days sales outstanding, cost reductions and savings (or limits on cost increases), safety and claims (including, without limitation, measures such as accidents per million miles and number of significant accidents), operating income, operating ratio, income before taxes, net income, earnings before interest and taxes (EBIT), earnings before interest, taxes, depreciation, and amortization (EBITDA), adjusted net income, earnings per share, adjusted earnings per share, stock price, working capital measures, return on assets, return on revenues, debt-to-equity or debt-to-capitalization (in each case with or without lease adjustment), productivity and efficiency measures (including, without limitation, measures such as driver turnover, trailer to tractor ratio, and tractor to non-driver ratio), cash position, return on stockholders’ equity, return on invested capital, cash flow measures (including, without limitation, free cash flow), market share, stockholder return, economic value added, or completion of acquisitions (either with or without specified size). In addition, the Committee may establish, as additional Performance Criteria, the attainment by a Participant of one or more personal objectives and/or goals that the Committee deems appropriate, including but not limited to implementation of Company policies, negotiation of significant corporate transactions, development of long-term business goals or strategic plans

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for the Company, or the exercise of specific areas of managerial responsibility. Each of the Performance Criteria may be expressed on an absolute and/or relative basis with respect to one or more peer group companies or indices, and may include comparisons with past performance of the Company (including one or more divisions thereof, if any) and/or the current or past performance of other companies.

          (u) “Performance Formula” means, for a Performance Period, the one or more objective formulas (expressed as a percentage or otherwise) applied against the relevant Performance Goal(s) to determine, with regard to the Award of a particular Participant, whether all, some portion but less than all, or none of the Award has been earned for the Performance Period.

          (v) “Performance Goals” means, for a Performance Period, the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria. Any Performance Goal shall be established in a manner such that a third party having knowledge of the relevant performance results could calculate the amount to be paid to the Participant. For any Performance Period, the Committee is authorized at any time during the initial time period permitted by Section 162(m) of the Code, or at any time thereafter, in its sole and absolute discretion, to adjust or modify the calculation of a Performance Goal for such Performance Period in order to prevent the dilution or enlargement of the rights of Participants (i) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event, or development; (ii) in recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company, or the financial statements of the Company, or in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions; and (iii) in view of the Committee’s assessment of the business strategy of the Company, performance of comparable organizations, economic and business conditions, and any other circumstances deemed relevant.

          (w) “Performance Period” means the one or more periods of time, which may be of varying and overlapping durations, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a Performance Award.

          (x) “Plan” means this 2007 Omnibus Incentive Plan, as amended from time to time.

          (y) “Restricted Stock Unit Award” means an Award granted pursuant to Article XI in the form of a right to receive shares of Common Stock on a future date.

          (z) “Securities Act” means the Securities Act of 1933, as amended from time to time, including the rules thereunder and any successor provisions and the rules thereto.

          (aa) “Stock Award” means an award granted pursuant to Article X in the form of shares of Common Stock, restricted shares of Common Stock, and/or units of Common Stock.

          (bb) “Subsidiary” means a corporation or other business entity in which Swift directly or indirectly has an ownership interest of twenty percent (20%) or more, except that with respect to incentive stock options, “Subsidiary” shall mean “subsidiary corporation” as defined in Section 424(f) of the Code.

          (cc) “Swift” means Swift Corporation, a Nevada corporation, or any successor thereto (whether by reincorporation, merger, or otherwise) as provided in Section 15.8.

     Section 2.2. Other Defined Terms. Unless the context otherwise requires, all other capitalized terms shall have the meanings set forth in the other Articles and Sections of this Plan.

     Section 2.3. Construction. In any necessary construction of a provision of this Plan, the masculine gender may include the feminine, and the singular may include the plural, and vice versa.

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ARTICLE III
ELIGIBILITY

     Section 3.1. In General. Subject to Section 3.2 and Article IV, all Employees, Directors, and Consultants are eligible to participate in the Plan. The Committee may select, from time to time, Participants from those Employees, Directors, and Consultants.

     Section 3.2. Incentive Stock Options. Only Employees shall be eligible to receive “incentive stock options” (within the meaning of Section 422 of the Code).

ARTICLE IV
PLAN ADMINISTRATION

     Section 4.1. Responsibility. The Committee shall have total and exclusive responsibility to control, operate, manage, and administer the Plan in accordance with its terms.

     Section 4.2. Authority of the Committee. The Committee shall have all the authority that may be necessary or helpful to enable it to discharge its responsibilities with respect to the Plan. Without limiting the generality of the preceding sentence, the Committee shall have the exclusive right to:

          (a) determine eligibility for participation in the Plan;

          (b) select the Participants and determine the type of Awards to be made to Participants, the number of shares subject to Awards and the terms, conditions, restrictions, and limitations of the Awards, including, but not by way of limitation, restrictions on the transferability of Awards and conditions with respect to continued employment, performance criteria, confidentiality, and non-competition;

          (c) interpret the Plan;

          (d) construe any ambiguous provision, correct any default, supply any omission, and reconcile any inconsistency of the Plan;

          (e) issue administrative guidelines as an aid to administer the Plan and make changes in such guidelines as it from time to time deems proper;

          (f) make regulations for carrying out the Plan and make changes in such regulations as it from time to time deems proper;

          (g) to the extent permitted under the Plan, grant waivers of Plan terms, conditions, restrictions, and limitations;

          (h) promulgate rules and regulations regarding treatment of Awards of a Participant under the Plan in the event of such Participant’s death, disability, retirement, termination from the Company, or breach of agreement by the Participant, or in the event of a change of control of Swift;

          (i) accelerate the vesting, exercise, or payment of an Award or the Performance Period of an Award when such action or actions would be in the best interest of the Company;

          (j) establish such other types of Awards, besides those specifically enumerated in Article V hereof, which the Committee determines are consistent with the Plan’s purpose;

          (k) subject to Section 4.3, grant Awards in replacement of Awards previously granted under this Plan or any other executive compensation plan of the Company;

          (l) establish and administer the Performance Goals and certify whether, and to what extent, they have

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been attained;

          (m) determine the terms and provisions of any agreements entered into hereunder;

          (n) take any and all other action it deems necessary or advisable for the proper operation or administration of the Plan; and

          (o) make all other determinations it deems necessary or advisable for the administration of the Plan, including factual determinations.

The decisions of the Committee and its actions with respect to the Plan shall be final, binding, and conclusive upon all persons having or claiming to have any right or interest in or under the Plan.

     Section 4.3. Option Repricing. Except for adjustments pursuant to Section 6.2, the Committee shall not reprice any stock options and/or stock appreciation rights unless such action is approved by Swift’s stockholders. For purposes of the Plan, the term “reprice” shall mean the reduction, directly or indirectly, in the per-share exercise price of an outstanding stock option(s) and/or stock appreciation right(s) issued under the Plan by amendment, cancellation, or substitution.

     Section 4.4. Section 162(m) of the Code. Throughout this Plan, certain references are made to Section 162(m) of the Code. Such provisions shall only apply where Section 162(m) of the Code is applicable to Swift. With regard to Awards issued to Covered Employees that are intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code, the Plan shall, for all purposes, be interpreted and construed with respect to such Awards in the manner that would result in such interpretation or construction satisfying the exemptions available under Section 162(m) of the Code.

     Section 4.5. Action by the Committee. Except as otherwise provided by Section 4.6, the Committee may act only by a majority of its members. Any determination of the Committee may be made, without a meeting, by a writing or writings signed by all of the members of the Committee.

     Section 4.6. Allocation and Delegation of Authority. The Committee may allocate all or any portion of its responsibilities and powers under the Plan to any one or more of its members, the CEO, or other senior members of management as the Committee deems appropriate, and may delegate all or any part of its responsibilities and powers to any such person or persons; provided, that any such allocation or delegation be in writing; provided, further, that following an Initial Public Offering only the Committee, or other committee consisting of two or more Directors, all of whom are both “Non-Employee Directors” within the meaning of Rule 16b-3 under the Exchange Act and “outside directors” within the meaning of the definition of such term as contained in Treasury Regulation Section 1.162-27(e)(3), or any successor definition adopted under Section 162(m) of the Code, may select and grant Awards to Participants who are subject to Section 16 of the Exchange Act or are Covered Employees. The Committee may revoke any such allocation or delegation at any time for any reason with or without prior notice.

ARTICLE V
FORM OF AWARDS

     Section 5.1. In General. Awards may, at the Committee’s sole discretion, be paid in the form of Performance Awards pursuant to Article VII, stock options pursuant to Article VIII, stock appreciation rights pursuant to Article IX, Stock Awards pursuant to Article X, Restricted Stock Unit Awards pursuant to Article XI, performance units pursuant to Article XII, any form established by the Committee pursuant to Section 4.2(j), or a combination thereof. Each Award shall be subject to the terms, conditions, restrictions, and limitations of the Plan and the Award Notice for such Award. Awards under a particular Article of the Plan need not be uniform and Awards under two or more Articles may be combined into a single Award Notice. Any combination of Awards may be granted at one time and on more than one occasion to the same Participant.

     Section 5.2. Foreign Jurisdictions.

          (a) Special Terms. In order to facilitate the making of any Award to Participants who are employed or retained by the Company outside the United States as Employees, Directors, or Consultants (or who are foreign nationals temporarily within the United States), the Committee may provide for such modifications and additional terms and conditions

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(“Special Terms”) in Awards as the Committee may consider necessary or appropriate to accommodate differences in local law, policy, or custom or to facilitate administration of the Plan. The Special Terms may provide that the grant of an Award is subject to (i) applicable governmental or regulatory approval or other compliance with local legal requirements and/or (ii) the execution by the Participant of a written instrument in the form specified by the Committee, and that in the event such conditions are not satisfied, the grant shall be void. The Special Terms may also provide that an Award shall become exercisable or redeemable, as the case may be, if an Employee’s employment or Director or Consultant’s relationship with the Company ends as a result of workforce reduction, realignment, or similar measure and the Committee may designate a person or persons to make such determination for a location. The Committee may adopt or approve sub-plans, appendices or supplements to, or amendments, restatements, or alternative versions of, the Plan as it may consider necessary or appropriate for purposes of implementing any Special Terms, without thereby affecting the terms of the Plan as in effect for any other purpose; provided, however, no such sub-plans, appendices or supplements to, or amendments, restatements, or alternative versions of, the Plan shall: (x) increase the limitations contained in Section 6.3; (y) increase the number of available shares under Section 6.1; or (z) cause the Plan to cease to satisfy any conditions of Rule 16b-3 under the Exchange Act.

          (b) Currency Effects. Unless otherwise specifically determined by the Committee, all Awards and payments pursuant to such Awards shall be determined in United States currency. The Committee shall determine, in its discretion, whether and to the extent any payments made pursuant to an Award shall be made in local currency, as opposed to United States dollars. In the event payments are made in local currency, the Committee may determine, in its discretion and without liability to any Participant, the method and rate of converting the payment into local currency.

ARTICLE VI
SHARES SUBJECT TO PLAN

     Section 6.1. Available Shares. The maximum aggregate number of shares of Common Stock which shall be available for the grant of Awards under the Plan (including incentive stock options) during its term shall not exceed ten million (10,000,000) (the “Share Reserve”). The Share Reserve shall be subject to adjustment as provided in Section 6.2. Any shares of Common Stock related to Awards that terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares, are settled in cash in lieu of Common Stock, or are exchanged with the Committee’s permission for Awards not involving Common Stock shall be available again for grant under the Plan. Moreover, if the exercise price of any Award granted under the Plan or the tax withholding requirements with respect to any Award granted under the Plan are satisfied by tendering shares of Common Stock to Swift (by either actual delivery or by attestation), only the number of shares of Common Stock issued net of the shares of Common Stock tendered will be deemed delivered for purposes of determining the Share Reserve available for delivery under the Plan. The shares of Common Stock available for issuance under the Plan may be authorized and unissued shares or treasury shares, including shares purchased in open market or private transactions. For the purpose of computing the total number of shares of Common Stock granted under the Plan, where one or more types of Awards, both of which are payable in shares of Common Stock, are granted in tandem with each other such that the exercise of one type of Award with respect to a number of shares cancels an equal number of shares of the other, the number of shares granted under both Awards shall be deemed to be equivalent to the number of shares under one of the Awards.

     Section 6.2. Adjustment Upon Certain Events. In the event that there is, with respect to Swift, a stock dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination, or transaction or exchange of Common Stock or other corporate exchange, or any distribution to stockholders of Common Stock or other property or securities (other than regular cash dividends), or any transaction similar to the foregoing or other transaction that results in a change to Swift’s capital structure, then the Committee shall make substitutions and/or adjustments to the maximum number of shares available for issuance under the Plan, the maximum Award payable under Section 6.3, the number of shares to be issued pursuant outstanding Awards, the option prices, exercise prices or purchase prices of outstanding Awards and/or any other affected terms of an Award or the Plan as the Committee, in its sole discretion and without liability to any person, deems equitable or appropriate. Unless the Committee determines otherwise, in no event shall an Award to any Participant that is intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code be adjusted pursuant to this Section 6.2 to the extent such adjustment would cause such Award to fail to qualify as “performance-based compensation” under Section 162(m) of the Code.

     Section 6.3. Maximum Award Payable. Subject to Section 6.2, and notwithstanding any provision contained in the Plan to the contrary, the maximum number of shares of Common Stock payable (or granted, if applicable) to any one Participant under the Plan with respect to all Awards granted to such Participants for a calendar year is one million (1,000,000) shares of Common Stock.

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ARTICLE VII
PERFORMANCE AWARDS

     Section 7.1. Purpose. For purposes of Performance Awards issued to Employees, Directors, and Consultants that are intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code, the provisions of this Article VII shall apply in addition to and, where necessary, in lieu of the provisions of Article X, Article XI, and Article XII. The purpose of this Article is to provide the Committee the ability to qualify the Stock Awards authorized under Article X, the Restricted Stock Unit Awards authorized under Article XI, and the performance units under Article XII as “performance-based compensation” under Section 162(m) of the Code. The provisions of this Article VII shall control over any contrary provision contained in Article X, Article XI, or Article XII.

     Section 7.2. Eligibility. For each Performance Period, the Committee will, in its sole discretion, designate within the initial period allowed under Section 162(m) of the Code which Employees, Directors, and Consultants will be Participants for such period. However, designation of an Employee, Director, or Consultant as a Participant for a Performance Period shall not in any manner entitle the Participant to receive an Award for the period. The determination as to whether or not such Participant becomes entitled to an Award for such Performance Period shall be decided solely in accordance with the provisions of this Article VII. Moreover, designation of an Employee, Director, or Consultant as a Participant for a particular Performance Period shall not require designation of such Employee, Director, or Consultant as a Participant in any subsequent Performance Period, and designation of one Employee, Director, or Consultant as a Participant shall not require designation of any other Employee, Director, or Consultant as a Participant in such period or in any other period.

     Section 7.3. Discretion of Committee with Respect to Performance Awards. The Committee shall have the authority to determine which Covered Employees or other Employees, Directors, or Consultants shall be Participants of a Performance Award. With regard to a particular Performance Period, the Committee shall have full discretion to select the length of such Performance Period, the type(s) of Performance Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goal(s), whether the Performance Goal(s) is (are) to apply to the Company or any one or more subunits thereof and the Performance Formula. For each Performance Period, with regard to the Performance Awards to be issued for such period, the Committee will, within the initial period allowed under Section 162(m) of the Code, if applicable, exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence of this Section 7.3 and record the same in writing.

     Section 7.4. Payment of Performance Awards.

          (a) Condition to Receipt of Performance Award. Unless otherwise provided in the relevant Award Notice, a Participant must be employed by the Company on the last day of a Performance Period to be eligible for a Performance Award for such Performance Period.

          (b) Limitation. A Participant shall be eligible to receive a Performance Award for a Performance Period only to the extent that: (1) the Performance Goals for such period are achieved; and (2) the Performance Formula as applied against such Performance Goals determines that all or some portion of such Participant’s Performance Award has been earned for the Performance Period.

          (c) Certification. Following the completion of a Performance Period, the Committee shall meet to review and certify in writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, to also calculate and certify in writing the amount of the Performance Awards earned for the period based upon the Performance Formula. The Committee shall then determine the actual size of each Participant’s Performance Award for the Performance Period and, in so doing, shall apply Negative Discretion, if and when it deems appropriate.

          (d) Negative Discretion. In determining the actual size of an individual Performance Award for a Performance Period, the Committee may reduce or eliminate the amount of the Performance Award earned under the Performance Formula for the Performance Period through the use of Negative Discretion, if in its sole judgment, such reduction or elimination is appropriate.

          (e) Timing of Award Payments. The Awards granted for a Performance Period shall be paid to Participants as soon as administratively practicable following completion of the certifications required by Section 7.4(c).

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ARTICLE VIII
STOCK OPTIONS

     Section 8.1. In General. Awards may be granted in the form of stock options. These stock options may be incentive stock options within the meaning of Section 422 of the Code or non-qualified stock options (i.e., stock options which are not incentive stock options), or a combination of both. All Awards under the Plan issued to Covered Employees in the form of non-qualified stock options shall qualify as “performance-based compensation” under Section 162(m) of the Code, if such section is applicable to Swift.

     Section 8.2. Terms and Conditions of Stock Options. An option shall be exercisable in accordance with such terms and conditions and at such times and during such periods as may be determined by the Committee. The price at which Common Stock may be purchased upon exercise of a stock option shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock, as determined by the Committee, on the Effective Date of the option’s grant (or such other exercise price required by the Code). In addition, the term of a stock option may not exceed ten (10) years (or such other term required by the Code).

     Section 8.3. Restrictions Relating to Incentive Stock Options. Stock options issued in the form of incentive stock options shall, in addition to being subject to the terms and conditions of Section 8.2, comply with Section 422 of the Code. Accordingly, the aggregate Fair Market Value (determined at the time the option was granted) of the Common Stock with respect to which incentive stock options are exercisable for the first time by a Participant during any calendar year (under this Plan or any other plan of the Company) shall not exceed $100,000 (or such other limit as may be required by Section 422 of the Code).

     Section 8.4. Exercise. Upon exercise, the option price of a stock option may be paid in cash, or, to the extent permitted by the Committee, by tendering, by either actual delivery of shares or by attestation, shares of Common Stock, a combination of the foregoing, or such other consideration as the Committee may deem appropriate. The Committee shall establish appropriate methods for accepting Common Stock, whether restricted or unrestricted, and may impose such conditions as it deems appropriate on the use of such Common Stock to exercise a stock option. Stock options awarded under the Plan may also be exercised by way of a broker-assisted stock option exercise program, if any, provided such program is available at the time of the option’s exercise. Notwithstanding the foregoing or the provision of any Award Notice, a Participant may not pay the exercise price of a stock option using shares of Common Stock if, in the opinion of counsel to Swift, (i) there is a substantial likelihood that the use of such form of payment or the timing of such form of payment would subject the Participant to a substantial risk of liability under Section 16 of the Exchange Act, or (ii) there is a substantial likelihood that the use of such form of payment would result in accounting treatment to the Company under generally accepted accounting principles that the Committee reasonably determines is adverse to the Company.

ARTICLE IX
STOCK APPRECIATION RIGHTS

     Section 9.1. In General. Awards may be granted in the form of stock appreciation rights (“SARs”). SARs entitle the Participant to receive a payment equal to the appreciation in a stated number of shares of Common Stock from the exercise price to the Fair Market Value of the Common Stock on the date of exercise. The “exercise price” for a particular SAR shall be defined in the Award Notice for that SAR. An SAR may be granted in tandem with all or a portion of a related stock option under the Plan (“Tandem SARs”), or may be granted separately (“Freestanding SARs”). A Tandem SAR may be granted either at the time of the grant of the related stock option or at any time thereafter during the term of the stock option. All Awards under the Plan issued to Covered Employees in the form of a SAR shall qualify as “performance-based compensation” under Section 162(m) of the Code.

     Section 9.2. Terms and Conditions of Tandem SARs. A Tandem SAR shall be exercisable to the extent, and only to the extent, that the related stock option is exercisable, and the “exercise price” of such an SAR (the base from which the value of the SAR is measured at its exercise) shall be the option price under the related stock option. However, at no time shall a Tandem SAR be issued if the option price of its related stock option is less than the Fair Market Value of the Common Stock, as determined by the Committee, on the Effective Date of the Tandem SAR’s grant. If a related stock option is exercised as to some or all of the shares covered by the Award, the related Tandem SAR, if any, shall be canceled automatically to the extent of the number of shares covered by the stock option exercise. Upon exercise of a Tandem SAR as to some or all of the shares

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covered by the Award, the related stock option shall be canceled automatically to the extent of the number of shares covered by such exercise. Moreover, all Tandem SARs shall expire not later than ten (10) years from the Effective Date of the SAR’s grant.

     Section 9.3. Terms and Conditions of Freestanding SARs. Freestanding SARs shall be exercisable or automatically mature in accordance with such terms and conditions and at such times and during such periods as may be determined by the Committee. The exercise price of a Freestanding SAR shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock on the Effective Date of the Freestanding SAR’s grant. Moreover, all Freestanding SARs shall expire not later than ten (10) years from the Effective Date of the Freestanding SAR’s grant.

     Section 9.4. Deemed Exercise. The Committee may provide that an SAR shall be deemed to be exercised at the close of business on the scheduled expiration date of such SAR if at such time the SAR by its terms remains exercisable and, if so exercised, would result in a payment to the holder of such SAR.

     Section 9.5. Payment. Unless otherwise provided in an Award Notice, an SAR may be paid in cash, Common Stock or any combination thereof, as determined by the Committee, in its sole and absolute discretion, at the time that the SAR is exercised.

ARTICLE X
STOCK AWARDS

     Section 10.1. Grants. Awards may be granted in the form of Stock Awards. Stock Awards shall be awarded in such numbers and at such times during the term of the Plan as the Committee shall determine.

     Section 10.2. Performance Criteria. For Stock Awards conditioned, restricted, and/or limited based on Performance Goals, the length of the Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained shall be conclusively determined by the Committee in the exercise of its absolute discretion. Performance Goals may be revised by the Committee, at such times as it deems appropriate during the Performance Period, in order to take into consideration any unforeseen events or changes in circumstances.

     Section 10.3. Rights as Stockholders. During the period in which any restricted shares of Common Stock are subject to any restrictions, the Committee may, in its sole discretion, deny a Participant to whom such restricted shares have been awarded all or any of the rights of a stockholder with respect to such shares, including, but not by way of limitation, limiting the right to vote such shares or the right to receive dividends on such shares.

     Section 10.4. Evidence of Award. Any Stock Award granted under the Plan may be evidenced in such manner as the Committee deems appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or certificates, with such restrictive legends and/or stop transfer instructions as the Committee deems appropriate.

ARTICLE XI
RESTRICTED STOCK UNIT AWARDS

     Section 11.1. Grants. Awards may be granted in the form of Restricted Stock Unit Awards. Restricted Stock Unit Awards shall be awarded in such numbers and at such times during the term of the Plan as the Committee shall determine.

     Section 11.2. Rights as Stockholders. Until the shares of Common Stock to be received upon the vesting of such Restricted Stock Unit Award are actually received by a Participant, the Participant shall have no rights as a stockholder with respect to such shares.

     Section 11.3. Evidence of Award. A Restricted Stock Unit Award granted under the Plan may be recorded on the books and records of Swift in such manner as the Committee deems appropriate.

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ARTICLE XII
PERFORMANCE UNITS

     Section 12.1. Grants. Awards may be granted in the form of performance units. Performance units, as that term is used in this Plan, shall refer to units valued by reference to designated criteria established by the Committee, other than Common Stock.

     Section 12.2. Performance Criteria. Performance units shall be contingent on the attainment during a Performance Period of certain Performance Goals. The length of the Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained shall be conclusively determined by the Committee in the exercise of its absolute discretion. Performance Goals may be revised by the Committee, at such times as it deems appropriate during the Performance Period, in order to take into consideration any unforeseen events or changes in circumstances.

ARTICLE XIII
PAYMENT OF AWARDS

     Section 13.1. Payment. Absent a Plan or Award Notice provision to the contrary, payment of Awards may, at the discretion of the Committee, be made in cash, Common Stock, a combination of cash and Common Stock, or any other form of property as the Committee shall determine. In addition, payment of Awards may include such terms, conditions, restrictions, and/or limitations, if any, as the Committee deems appropriate, including, in the case of Awards paid in the form of Common Stock, restrictions on transfer and forfeiture provisions; provided, however, such terms, conditions, restrictions, and/or limitations are not inconsistent with the Plan.

     Section 13.2. Withholding Taxes. The Company shall be entitled to deduct from any payment under the Plan, regardless of the form of such payment, the amount of all applicable income and employment taxes required by law to be withheld with respect to such payment or may require the Participant to pay to it the amount of such tax prior to and as a condition of the making of such payment. In accordance with any applicable administrative guidelines it establishes, the Committee may allow a Participant to pay the amount of taxes required by law to be withheld from an Award by withholding from any payment of Common Stock due as a result of such Award, or by permitting the Participant to deliver to Swift, shares of Common Stock having a Fair Market Value equal to the minimum amount of such required withholding taxes. Notwithstanding the foregoing or the provision of any Award Notice, a Participant may not pay the amount of taxes required by law to be withheld using shares of Common Stock if, in the opinion of counsel to Swift, (i) there is a substantial likelihood that the use of such form of payment or the timing of such form of payment would subject the Participant to a substantial risk of liability under Section 16 of the Exchange Act, or (ii) there is a substantial likelihood that the use of such form of payment would result in adverse accounting treatment to the Company under generally accepted accounting principles.

ARTICLE XIV
DIVIDEND AND DIVIDEND EQUIVALENTS

     If an Award is granted in the form of a Stock Award or stock option, or in the form of any other stock-based grant, the Committee may choose, at the time of the grant of the Award or any time thereafter up to the time of the Award’s payment, to include as part of such Award an entitlement to receive dividends or dividend equivalents, subject to such terms, conditions, restrictions, and/or limitations, if any, as the Committee may establish. Dividends and dividend equivalents shall be paid in such form and manner (i.e., lump sum or installments), and at such time(s) as the Committee shall determine. All dividends or dividend equivalents which are not paid currently may, at the Committee’s discretion, accrue interest, be reinvested into additional shares of Common Stock or, in the case of dividends or dividend equivalents credited in connection with Stock Awards, be credited as additional Stock Awards and paid to the Participant if and when, and to the extent that, payment is made pursuant to such Award.

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ARTICLE XV
MISCELLANEOUS

     Section 15.1. Nonassignability. Except as otherwise provided in an Award Notice, no Awards or any other payment under the Plan shall be subject in any manner to alienation, anticipation, sale, transfer (except by will or the laws of descent and distribution), assignment, or pledge, nor shall any Award be payable to or exercisable by anyone other than the Participant to whom it was granted.

     Section 15.2. Regulatory Approvals and Listings. Notwithstanding anything contained in this Plan to the contrary, Swift shall have no obligation to issue or deliver certificates of Common Stock evidencing Stock Awards or any other Award resulting in the payment of Common Stock prior to (a) the obtaining of any approval from any governmental agency which Swift shall, in its sole discretion, determine to be necessary or advisable, (b) the admission of such shares to listing on the stock exchange or quotation system on which the Common Stock may be listed, and (c) the completion of any registration or other qualification of said shares under any state or federal law or ruling of any governmental body which Swift shall, in its sole discretion, determine to be necessary or advisable.

     Section 15.3. No Right to Continued Employment or Grants. Participation in the Plan shall not give any Participant the right to remain in the employ or other service of the Company. The Company reserves the right to terminate the employment or other service of a Participant at any time. Further, the adoption of this Plan shall not be deemed to give any Employee, Director, or any other individual any right to be selected as a Participant or to be granted an Award. In addition, no Employee, Director, or any other individual having been selected for an Award, shall have at any time the right to receive any additional Awards.

     Section 15.4. Amendment/ Termination. The Committee may suspend or terminate the Plan at any time for any reason with or without prior notice. In addition, the Committee may, from time to time for any reason and with or without prior notice, amend the Plan in any manner, but may not without stockholder approval adopt any amendment which would require the vote of the stockholders of Swift if such approval is necessary or deemed advisable with respect to tax, securities, or other applicable laws or regulations, including, but not limited to, the listing requirements of the stock exchanges or quotation systems on which the securities of Swift are listed. Notwithstanding the foregoing, without the consent of a Participant (except as otherwise provided in Section 6.2), no amendment may materially and adversely affect any of the rights of such Participant under any Award theretofore granted to such Participant under the Plan.

     Section 15.5. Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of Nevada, except as superseded by applicable federal law, without giving effect to its conflicts of law provisions.

     Section 15.6. No Right, Title, or Interest in Company Assets. No Participant shall have any rights as a stockholder as a result of participation in the Plan until the date of issuance of a stock certificate in his or her name, and, in the case of restricted shares of Common Stock, such rights are granted to the Participant under the Plan. To the extent any person acquires a right to receive payments from the Company under the Plan, such rights shall be no greater than the rights of an unsecured creditor of the Company and the Participant shall not have any rights in or against any specific assets of the Company. All of the Awards granted under the Plan shall be unfunded.

     Section 15.7. No Guarantee of Tax Consequences. No person connected with the Plan in any capacity, including, but not limited to, the Company and its directors, officers, agents, and employees, makes any representation, commitment, or guaranty that any tax treatment, including, but not limited to, federal, state, and local income, estate, and gift tax treatment, will be applicable with respect to the tax treatment of any Award, any amounts deferred under the Plan, or paid to or for the benefit of a Participant under the Plan, or that such tax treatment will apply to or be available to a Participant on account of participation in the Plan.

     Section 15.8. Successors. All obligations of the Company under this Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, reincorporation, or otherwise, of all or substantially all of the business and/or assets of the Company.

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     Section 15.9 Code Section 409A. Notwithstanding any provision in this Plan to the contrary, without the consent of the affected Participant, no action shall be taken or omitted by the Board, Committee or Company which would (a) with respect to an Award that is subject to (and not exempt from) Code Section 409A, cause the Award to violate any applicable provision of Code Section 409A or (b) with respect to an Award that is not subject to (or is exempt from) Code Section 409A, cause the Award to (i) become subject to Code Section 409A and (ii) violate any applicable provision of Code Section 409A.

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EX-10.6

Exhibit 10.6

SWIFT CORPORATION
2007 OMNIBUS INCENTIVE PLAN

FORM OF AWARD NOTICE

GRANTEE:
TYPE OF AWARD:	Nonqualified Stock Option (See below and refer to the Plan for limitations)
NUMBER OF SHARES:
EXERCISE PRICE PER SHARE:	$
DATE OF GRANT:	October ___, 2007
EXPIRATION DATE:	October ___, 2017

     1. Grant of Option. This Award Notice serves to notify you that Swift Corporation, a Nevada corporation (the “Company”), hereby grants to you, under the Company’s 2007 Omnibus Incentive Plan (as amended, the “Plan”), an option (the “Option”) to purchase, on the terms and conditions set forth in this Award Notice and the Plan, up to the number of shares set forth above (the “Option Shares”) of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), at the price per Share set forth above (the “Exercise Price”). The Plan is incorporated herein by reference and made a part of this Award Notice. A copy of the Plan is available from the Company’s Chief Financial Officer upon request. You should review the terms of this Award Notice and the Plan carefully. The capitalized terms used in this Award Notice and not otherwise defined herein are defined in the Plan.

     2. Term. Unless the Option is previously terminated pursuant to the terms of the Plan, the Option will expire at the close of business on the expiration date set forth above (the “Expiration Date”).

     3. Vesting and Exercisability.

     Subject to the terms and conditions set forth in this Award Notice and the Plan:

     (a) Vesting. The Option will vest (i) upon the occurrence of the earliest of a Sale (as defined below) or a Change in Control (as defined below) or, if earlier (ii) in accordance with the following schedule:

	Cumulative Percentage of
Vesting Date	Option Shares Vested
Third Anniversary of the date of grant set forth above (“Grant Date”)		33 1/3	%
Fourth Anniversary of Grant Date		66 2/3	%
Fifth Anniversary of Grant Date		100	%

     No vesting shall occur following termination of your employment with the Company or any Subsidiary.

     (b) Exercisability. To the extent vested, the Option will become exercisable simultaneous with the closing of the earlier of (i) an Initial Public Offering, or (ii) a Sale (as defined below), or (iii) a Change In Control (as defined below). For purposes of this Award Notice, “Sale” means a sale (whether by reorganization, merger, consolidation, or otherwise) of more than 50% of the Company’s stock to another person(s).

     4. Exercise.

     (a) Method of Exercise. To the extent exercisable under Section 3, the Option may be exercised in whole or in part, provided that the Option may not be exercised for less than one (1) share of Common Stock in any single transaction. The Option shall be exercised by your giving written notice of such exercise to the Company specifying the number of Option Shares that you elect to purchase and the Exercise Price to be paid. Upon your payment of the Exercise Price and the Company’s determination that compliance with this Award Notice has occurred, including compliance with such reasonable requirements as the Company may impose pursuant to the Plan, the Company shall issue to you a certificate for the Option Shares purchased on the earliest practicable date (as determined by the Company) thereafter.

     (b) Payment of Exercise Price. To the extent permissible under the Plan, the Exercise Price may be paid as follows:

(i)	In United States dollars in cash or by check, bank draft, or money order payable to the Company;
(ii)	At the sole discretion of the Committee, through the delivery of shares of Common Stock with an aggregate Fair Market Value at the date of such delivery equal to the Exercise Price; provided, however, that in no event shall shares of Common Stock held by you for less than six (6) months be used as payment thereof;
(iii)	Subject to any and all limitations imposed by the Committee from time to time (which may not be uniform), a “cashless exercise,” whereby you would (A) irrevocably instruct a broker or dealer to sell, on your behalf, Option Shares to be issued upon exercise pursuant to this Award Notice and deliver cash sale proceeds derived therefrom to the Company in payment of the Exercise Price and (B) direct the Company to deliver such Option Shares directly to such broker or dealer;
(iv)	Any other method approved or accepted by the Committee in its sole discretion, subject to any and all limitations imposed by the Committee from time to time (which may not be uniform); or
(v)	At the sole discretion of the Committee, in any combination of Section 4(b)(i), 4 (b)(ii), 4(b)(iii), and 4(b)(iv) above.

The Committee in its sole discretion shall determine acceptable methods for surrendering Common Stock or Option Shares as

2

payment upon exercise of the Option and may impose such limitations and conditions on the use of Common Stock or Option Shares to exercise the Option as it deems appropriate. Among other factors, the Committee will consider the restrictions of Rule 16b-3 of the Exchange Act, Section 402 of the Sarbanes-Oxley Act, and any successor laws, rules, or regulations.

     (c) Withholding. The exercise of the Option is conditioned upon your making arrangements satisfactory to the Company for the payment to the Company of the amount of all taxes required by any governmental authority to be withheld and paid over by the Company to the governmental authority on account of the exercise. The payment of such withholding taxes to the Company may be made by one or any combination of the following methods: (i) in cash or by check, (ii) by the Company withholding such taxes from any other compensation owed to you by the Company or any Subsidiary, (iii) pursuant to a cashless exercise program as contemplated in Section 4(b)(iii) above, or (iv) any other method approved or accepted by the Committee in its sole discretion, subject, in the case of Section 4(c)(iii) and this Section 4(c)(iv), to any and all limitations imposed by the Committee from time to time (which may not be uniform) as contemplated in Section 4(b)(iii) and Section 4(b)(iv) above.

     5. Effect of Death. In the event of your death prior to the complete exercise of the Option, the remaining portion of the Option may be exercised in whole or in part, subject to all of the conditions on exercise imposed by the Plan and this Award Notice, within one (1) year after the date of your death, but only: (a) by your estate, (b) to the extent that the Option was vested and exercisable on the date of your death, and (c) prior to the close of business on the Expiration Date of the Option.

     6. Effect of Disability. In the event of your Disability (as defined below) prior to the complete exercise of the Option, the remaining portion of the Option may be exercised in whole or in part, subject to all of the conditions on exercise imposed by the Plan and this Award Notice, within one (1) year after the date of your Disability, but only: (a) to the extent that the Option was vested and exercisable on the date of your Disability, and (b) prior to the close of business on the Expiration Date of the Option. The term “Disability” means you are permanently and totally disabled within the meaning of Section 22(e)(3) of the Code.

     7. Effect of Other Termination.

     (a) With Cause. Upon your termination by the Company or a Subsidiary for Cause (as defined below) prior to the complete exercise of the Option, the remaining portion of the Option, whether or not then exercisable, shall be forfeited as of the date of such termination and shall no longer be exercisable on or after such date of termination.

     (b) Without Cause. Upon your termination for a reason other than death, Disability, or Cause (as defined below) prior to the complete exercise of the Option, the remaining portion of the Option may be exercised in whole or in part, subject to all of the conditions on exercise imposed by the Plan and this Award Notice, within three (3) months after the later of the date of such termination or the closing of an Initial Public Offering, but only: (i) to the extent that the Option was vested and exercisable on the date of such termination and (ii) prior to the Expiration Date of the Option.

     (c) “Cause” Defined. The term “Cause” means (i) your willful and continued failure substantially to perform your duties with the Company or a Subsidiary after written warnings identifying the lack of substantial performance are delivered to you to identify the manner in which the Company or a Subsidiary believes that you have not substantially performed your duties, (ii) your willful engaging in illegal conduct which is materially and demonstrably injurious to the Company or any Subsidiary, (iii) your commission of a felony, (iv) your material breach of a fiduciary duty owed by you to the Company or any Subsidiary, (v) your intentional, unauthorized disclosure to any person of confidential information or trade secrets of a material nature relating to the business of the Company or any Subsidiary, (vi) your material breach of any employment agreement between you and the Company or any Subsidiary, or (vii) your engaging in any conduct that the Company’s or a Subsidiary’s written rules, regulations, or policies specify as constituting grounds for discharge.

     8. Effect of Change In Control.

     (a) In General. Upon the occurrence of a Change In Control (as defined below), the unvested portion of the Option shall immediately vest and become exercisable as of the date of the occurrence of such event.

     (b) “Change In Control” Defined. The term “Change In Control” means a change in control of the Company of a nature that would be required to be reported in response to Item 5.01 of a Current Report on Form 8-K, as in effect on

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December 31, 2004, pursuant to Section 13 or 15(d) of the Exchange Act; provided that, without limitation, a Change In Control shall be deemed to have occurred at such time as:

     (i) Any “person” within the meaning of Section 14(d)(2) of the Exchange Act and Section 13(d)(3) of the Exchange Act, other than a Permitted Holder (as defined below) becomes the “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of fifty percent (50%) or more of the combined voting power of the outstanding securities of the Company ordinarily having the right to vote in the election of directors; provided, however, that the following will not constitute a Change In Control: any acquisition by any corporation if, immediately following such acquisition, more than seventy-five percent (75%) of the outstanding securities of the acquiring corporation (or the parent thereof) ordinarily having the right to vote in the election of directors is beneficially owned by all or substantially all of those persons who, immediately prior to such acquisition, were the beneficial owners of the outstanding securities of the Company ordinarily having the right to vote in the election of directors;

     (ii) Individuals who constitute the Board at the time of the adoption of the Company’s 2007 Omnibus Incentive Plan, (the “Incumbent Board”) have ceased for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to such time, whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least three-fourths (3/4) of the directors comprising the Incumbent Board, either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director without objection to such nomination (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened “election contest” relating to the election of directors of the Company, as such terms are used in Rule 14a-11 under the Exchange Act as in effect on January 23, 2000, or “tender offer,” as such term is used in Section 14(d) of the Exchange Act), shall be, for purposes of the Plan, considered as though such person were a member of the Incumbent Board;

     (iii) Upon the consummation by the Company of a reorganization, merger, or consolidation, other than one with respect to which all or substantially all of those persons who were the beneficial owners, immediately prior to such reorganization, merger, or consolidation, of outstanding securities of the Company ordinarily having the right to vote in the election of directors own, immediately after such transaction, more than seventy-five percent (75%) of the outstanding securities of the resulting corporation ordinarily having the right to vote in the election of directors; or

     (iv) Upon the approval by the Company’s stockholders of a complete liquidation and dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company other than to a Subsidiary.

     (c) “Permitted Holder” Defined. The term “Permitted Holder” means: (i) the Company or a Subsidiary, (ii) any employee benefit plan sponsored by the Company or any Subsidiary, or (iii) Jerry or Vickie Moyes or their children or grandchildren (“Family Members”) or a trust, corporation, partnership, limited partnership, limited liability company, or other such entity, so long as at least eighty percent (80%) of the beneficial interests of the entity are held by Mr. or Mrs. Moyes and/or one or more Family Members, where such person(s) or entity acquired their Company stock from Mr. or Mrs. Moyes or The Jerry and Vickie Moyes Family Trust dated 12/11/87.

     9. Notice of Disposition of Shares. You hereby agree that you shall promptly notify the Company of the disposition of any of the Option Shares acquired upon exercise of the Option, including a disposition by sale, exchange, gift, or transfer of legal title, if such disposition occurs within two (2) years from the Date of Grant or within one (1) year from the date that you exercise the Option and acquire such Option Shares.

     10. Nonassignability. The Option may not be alienated, transferred, assigned, or pledged. Except as otherwise provided by Section 5 of this Award Notice, the Option is only exercisable by you during your lifetime.

     11. Limitation of Rights. You will not have any rights as a stockholder with respect to the Option Shares until you become the holder of record of such shares by exercising the Option. Neither the Plan, the granting of the Option, nor this Award Notice gives you any right to remain in the employment of the Company or any Subsidiary.

     12. Rights of the Company and Subsidiaries. This Award Notice does not affect the right of the Company or any Subsidiary to take any corporate action whatsoever, including without limitation its right to recapitalize, reorganize, or make

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other changes in its capital structure or business, merge or consolidate, issue bonds, notes, shares of Common Stock, or other securities, including preferred stock, or options therefore, dissolve or liquidate, or sell or transfer any part of its assets or business.

     13. Restrictions on Issuance of Shares. If at any time the Company determines that the listing, registration, or qualification of the Option Shares upon any securities exchange or quotation system, or under any state or federal law, or the approval of any governmental agency, is necessary or advisable as a condition to the exercise of the Option, the Option may not be exercised in whole or in part unless and until such listing, registration, qualification, or approval shall have been effected or obtained free of any conditions not acceptable to the Company. Nor shall the Company have any obligation to issue any Option Shares on exercise of the Option if, in the judgment of the Board, such issuance may result in or contribute to the termination of the Company’s election as a S corporation for federal income tax purposes or the Board requests that you become a party to any then extant shareholder agreement by and among some or all of the shareholders of the Company and you fail or refuse to become a party to such agreement.

     14. Right to Repurchase Upon Triggering Event or Pre-IPO Termination.

     (a) The Company, at its discretion, may repurchase the Option Shares if a Triggering Event or Pre-IPO Termination, as defined below, occurs. The Company shall exercise its rights hereunder by written notification to you to be given within one hundred eighty (180) days after the Board becomes aware of a Triggering Event or within thirty (30) days of a Pre-IPO Termination; provided, if you have held the Option Shares for less than six (6) months, then the Company’s rights hereunder shall be exercised solely by giving written notification to you within (i) in the case of a Triggering Event, the one hundred eighty (180) day period or (ii) in the case of a Pre-IPO Termination, the thirty (30) day period, in each case measured from the date as of which the six (6) months have passed.

     (b) A “Triggering Event” shall mean your employment is involuntarily terminated (or voluntarily terminates) because you are convicted for fraud, embezzlement, theft, or breach of any fiduciary duty. A repurchase of Option Shares in the event of a Triggering Event shall be for the Exercise Price.

     (c) “Pre-IPO Termination” shall mean your employment is terminated for any reason, other than a Triggering Event, prior to the date of an Initial Public Offering. A repurchase of Option Shares in the event of a Pre-IPO Termination shall be for the Fair Market Value of the Option Shares on the date of such Pre-IPO Termination.

     (d) The failure of the Company to exercise its right to repurchase with respect to one event shall not preclude later exercise of the right to repurchase with respect to another event provided that all of the conditions of such later exercise set forth above have been met.

     15. Plan Controls. The Option is subject to all of the provisions of the Plan, which is hereby incorporated by reference, and is further subject to all the interpretations, amendments, rules, and regulations that may from time to time be promulgated and adopted by the Committee pursuant to the Plan. In the event of any conflict among the provisions of the Plan and this Award Notice, the provisions of the Plan will be controlling and determinative.

     16. Amendment. Except as otherwise provided by the Plan, the Company may only alter, amend, or terminate the Option with your consent.

     17. Governing Law. This Award Notice shall be governed by and construed in accordance with the laws of the State of Nevada, except as superseded by applicable federal law, without giving effect to its conflicts of law provisions.

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     18. Notices. All notices and other communications to the Company required or permitted under this Award Notice shall be written, and shall be either delivered personally or sent by registered or certified first-class mail, postage prepaid and return receipt requested, or by telex or telecopier, addressed to the Company’s office at 2200 South 75^th Avenue, Phoenix, Arizona 85043, Attn: Chief Financial Officer. Each such notice and other communication delivered personally shall be deemed to have been given when delivered. Each such notice and other communication delivered by mail shall be deemed to have been given when it is deposited in the United States mail in the manner specified herein, and each such notice and other communication delivered by telex or telecopier shall be deemed to have been given when it is so transmitted and the appropriate answer back is received.

* * * * * * * * * *

Dated: October ___, 2007.

SWIFT CORPORATION
By:
	Jerry Moyes, Chief Executive Officer, President,
	Treasurer, and Secretary

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ACKNOWLEDGEMENT

     The undersigned acknowledges receipt of, and understands and agrees to be bound by, this Award Notice and the Plan. The undersigned further acknowledges that this Award Notice and the Plan set forth the entire understanding between him or her and the Company regarding the Options granted by this Award Notice and that this Award Notice and the Plan supersede all prior oral and written agreements on that subject.

Dated:                     , 2007.

Grantee:

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EX-10.7

Exhibit 10.7

SWIFT TRANSPORTATION CO., INC. RETIREMENT PLAN

          THIS PLAN, hereby adopted this 6th day of April, 2007, by Swift Transportation Co., Inc., an Arizona corporation, (herein referred to as the “Employer”).

W I T N E S S E T H:

          WHEREAS, the Employer heretofore established a 401(k) Profit Sharing Plan on February 27, 1992, effective January 1, 1992, (hereinafter called the “Effective Date”) known as Swift Transportation Co., Inc. Retirement Plan (herein referred to as the “Plan”) in recognition of the contribution made to its successful operation by its employees and for the exclusive benefit of its eligible employees; and

          WHEREAS, the Plan was subsequently amended, with the most recent amendment being the Eighth Amendment dated July 31, 2006; and

          WHEREAS, effective January 1, 2007, the Trustee, Capital Bank and Trust Company was terminated by the Employer and the Employer appointed Frontier Trust Company, FSB to serve as Trustee (the “Trustee”), as of January 1, 2007; and

          WHEREAS, the Employer has adopted the Trustee’s Trust Agreement; and

          WHEREAS, under the terms of the Plan, the Employer has the ability to amend the Plan;

          NOW, THEREFORE, effective January 1, 2007, except as otherwise provided, the Employer in accordance with the provisions of the Plan pertaining to amendments thereof, hereby amends the Plan in its entirety and restates the Plan to provide as follows:

ARTICLE I
DEFINITIONS

     1.1 “Act” means the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

     1.2 “Administrator” means the Employer unless another person or entity has been designated by the Employer pursuant to Section 2.2 to administer the Plan on behalf of the Employer.

     1.3 “Affiliated Employer” means any corporation which is a member of a controlled group of corporations (as defined in Code Section 414(b)) which includes the Employer, any affiliate or subsidiary thereof; any trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414(c)) with the Employer (or its parent, Swift Transportation co., Inc., a Nevada corporation (“Swift”), any affiliate or subsidiary thereof; any organization (whether or not incorporated) which is a member of an affiliated service group (as

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defined in Code Section 414(m)) which includes the Employer or Swift; and any other entity required to be aggregated with the Employer pursuant to Regulations under Code Section 414(o).

     1.4 “Aggregate Account” means, with respect to each Participant, the value of all accounts maintained on behalf of a Participant, whether attributable to Employer or Employee contributions, subject to the provisions of Section 8.2.

     1.5 “Anniversary Date” means the last day of the Plan Year.

     1.6 “Annuity Starting Date” means, with respect to any Participant, the first day of the first period for which an amount is paid as an annuity, or, in the case of a benefit not payable in the form of an annuity, the first day on which all events have occurred which entitles the Participant to such benefit.

     1.7 “Beneficiary” means the person (or entity) to whom the share of a deceased Participant’s total account is payable, subject to the restrictions of Sections 6.2 and 6.6.

     1.8 “Code” means the Internal Revenue Code of 1986, as amended or replaced from time to time.

     1.9 “Compensation” with respect to any Participant means such Participant’s wages, salaries, fees for professional services and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Employer maintaining the Plan to the extent that the amounts are includible in gross income (including, but not limited to, commissions paid salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements or other expense allowances under a nonaccountable plan as described in Regulation 1.62-2(c)) for a Plan Year.

          Compensation shall exclude (a)(1) contributions made by the Employer to a plan of deferred compensation to the extent that the contributions are not includible in the gross income of the Participant for the taxable year in which contributed, (2) Employer contributions made on behalf of an Employee to a simplified employee pension plan described in Code Section 408(k) to the extent such contributions are excludable from the Employee’s gross income, (3) any distributions from a plan of deferred compensation; (b) amounts realized from the exercise of a non-qualified stock option, or when restricted stock (or property) held by an Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture; (c) amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option; and (d) other amounts which receive special tax benefits, or contributions made by the Employer (whether or not under a salary reduction agreement) towards the purchase of any annuity contract described in Code Section 403(b) (whether or not the contributions are actually excludable from the gross income of the Employee).

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          For purposes of this Section, the determination of Compensation shall be made by:

     (a) excluding (even if includible in gross income) reimbursements or other expense allowances, fringe benefits (cash or noncash), moving expenses, deferred compensation, and welfare benefits.

     (b) excluding amounts which are contributed by the Employer pursuant to a salary reduction agreement and which are not includible in the gross income of the Participant under Code Sections 125, 132(f)(4), 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code Section 414(h)(2) that are treated as Employer contributions.

          For a Participant’s initial year of participation, Compensation shall be recognized as of such Employee’s effective date of participation pursuant to Section 3.2.

          Compensation in excess of $150,000 (or such other amount provided in the Code) shall be disregarded for all purposes other than for purposes of salary deferral elections pursuant to Section 4.2. Such amount shall be adjusted for increases in the cost of living in accordance with Code Section 401(a)(17)(B), except that the dollar increase in effect on January 1 of any calendar year shall be effective for the Plan Year beginning with or within such calendar year. For any short Plan Year the Compensation limit shall be an amount equal to the Compensation limit for the calendar year in which the Plan Year begins multiplied by the ratio obtained by dividing the number of full months in the short Plan Year by twelve (12).

          If any class of Employees is excluded from the Plan, then Compensation for any Employee who becomes eligible or ceases to be eligible to participate during a Plan Year shall only include Compensation while the Employee is an Eligible Employee.

          For purposes of this Section, if the Plan is a plan described in Code Section 413(c) or 414(f) (a plan maintained by more than one Employer), the limitation applies separately with respect to the Compensation of any Participant from each Employer maintaining the Plan.

     1.10 “Contract” or “Policy” means any life insurance policy, retirement income policy or annuity contract (group or individual) issued pursuant to the terms of the Plan. In the event of any conflict between the terms of this Plan and the terms of any contract purchased hereunder, the Plan provisions shall control.

     1.11 “Deferred Compensation” with respect to any Participant means the amount of the Participant’s total Compensation which has been contributed to the Plan in accordance with the Participant’s deferral election pursuant to Section 4.2 excluding any such amounts distributed as excess “annual additions” pursuant to Section 4.10(a).

     1.12 “Designated Investment Alternative” means a specific investment identified by name by the Employer (or such other Fiduciary who has been given the authority to select investment options) as an available investment under the Plan to which Plan assets may be invested by the Trustee pursuant to the investment direction of a Participant.

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     1.13 “Directed Investment Option” means one or more of the following:

     (a) a Designated Investment Alternative.

     (b) any other investment permitted by the Plan and the Participant Direction Procedures to which Plan assets may be invested by the Trustee pursuant to the investment direction of a Participant.

     1.14 “Early Retirement Date” means any Anniversary Date (prior to the Normal Retirement Date) coinciding with or following the date on which a Participant or Former Participant attains age 55, and has completed at least 6 Years of Service with the Employer (Early Retirement Age). A Participant shall become fully Vested upon satisfying this requirement if still employed at Early Retirement Age.

          A Former Participant who separates from service after satisfying the service requirement for Early Retirement and who thereafter reaches the age requirement contained herein shall be entitled to receive benefits under this Plan.

     1.15 “Elective Contribution” means the Employer contributions to the Plan of Deferred Compensation excluding any such amounts distributed as excess “annual additions” pursuant to Section 4.10(a). In addition, any Employer Qualified Non-Elective Contribution made pursuant to Section 4.1(c) and Section 4.6(b) which is used to satisfy the “Actual Deferral Percentage” tests shall be considered an Elective Contribution for purposes of the Plan. Any contributions deemed to be Elective Contributions (whether or not used to satisfy the “Actual Deferral Percentage” tests or the “Actual Contribution Percentage” tests) shall be subject to the requirements of Sections 4.2(b) and 4.2(c) and shall further be required to satisfy the nondiscrimination requirements of Regulation 1.401(k)-1(b)(5) and Regulation 1.401(m)-1(b)(5), the provisions of which are specifically incorporated herein by reference.

     1.16 “Eligible Employee” means any Employee.

          Employees who are Leased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2) shall not be eligible to participate in this Plan.

          Employees whose employment is governed by the terms of a collective bargaining agreement between Employee representatives (within the meaning of Code Section 7701(a)(46)) and the Employer under which retirement benefits were the subject of good faith bargaining between the parties will not be eligible to participate in this Plan unless such agreement expressly provides for coverage in this Plan.

          Employees who are nonresident aliens (within the meaning of Code Section 7701(b)(1)(B)) and who receive no earned income (within the meaning of Code Section 911(d)(2)) from the Employer which constitutes income from sources within the United States (within the meaning of Code Section 861(a)(3)) shall not be eligible to participate in this Plan.

          Employees of Affiliated Employers shall be eligible to participate in this Plan as long as the Employees of such Affiliated employers have met the conditions of eligibility to participate in the Plan set forth in Section 3.1, provided, that any Period of Service with an

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Affiliated Employer during any period of time that such Affiliated Employer was not considered an Affiliated Employer with Employer (as set forth in Section 1.3 above) shall not be taken into account for either eligibility or vesting purposes. All Affiliated Employers must have adopted this Plan in writing.

          Employees classified by the Employer as independent contractors who are subsequently determined by the Internal Revenue Service to be Employees shall not be Eligible Employees.

     1.17 “Employee” means any person who is employed by the Employer or Affiliated Employer, and excludes any person who is employed as an independent contractor. Employee shall include Leased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2) unless such Leased Employees are covered by a plan described in Code Section 414(n)(5) and such Leased Employees do not constitute more than 20% of the recipient’s non-highly compensated work force. Notwithstanding the foregoing, Leased Employees shall exclude owner-operators or independent contractors and drivers who are employed by any company which has entered into a sub-haul agreement with Employer or any Affiliated Employer.

     1.18 “Employer” means Swift Transportation Co., Inc., an Arizona corporation, and any successor which shall maintain this Plan; and any predecessor which has maintained this Plan. The Employer is a corporation, with principal offices in the State of Arizona. In addition, where appropriate, the term Employer shall include any Affiliated Employer and Participating Employer (as defined in Section 10.1) which shall adopt this Plan.

     1.19 “Excess Aggregate Contributions” means, with respect to any Plan Year, the excess of the aggregate amount of the Employer matching contributions made pursuant to Section 4.1(b) and any qualified non-elective contributions or elective deferrals taken into account pursuant to Section 4.7(c) on behalf of Highly Compensated Participants for such Plan Year, over the maximum amount of such contributions permitted under the limitations of Section 4.7(a) (determined by hypothetically reducing contributions made on behalf of Highly Compensated Participants in order of the actual contribution ratios beginning with the highest of such ratios). Such determination shall be made after first taking into account corrections of any Excess Deferred Compensation pursuant to Section 4.2 and taking into account any adjustments of any Excess Contributions pursuant to Section 4.6.

     1.20 “Excess Compensation” with respect to any Participant means the Participant’s Compensation which is in excess of the Taxable Wage Base. For any short year, the Taxable Wage Base shall be reduced by a fraction, the numerator of which is the number of full months in the short year and the denominator of which is twelve (12).

     1.21 “Excess Contributions” means, with respect to a Plan Year, the excess of Elective Contributions used to satisfy the “Actual Deferral Percentage” tests made on behalf of Highly Compensated Participants for the Plan Year over the maximum amount of such contributions permitted under Section 4.5(a) (determined by hypothetically reducing contributions made on behalf of Highly Compensated Participants in order of the actual deferral ratios beginning with the highest of such ratios). Excess Contributions shall be treated as an “annual addition” pursuant to Section 4.9(b).

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     1.22 “Excess Deferred Compensation” means, with respect to any taxable year of a Participant, the excess of the aggregate amount of such Participant’s Deferred Compensation and the elective deferrals pursuant to Section 4.2(f) actually made on behalf of such Participant for such taxable year, over the dollar limitation provided for in Code Section 402(g), which is incorporated herein by reference. Excess Deferred Compensation shall be treated as an “annual addition” pursuant to Section 4.9(b) when contributed to the Plan unless distributed to the affected Participant not later than the first April 15th following the close of the Participant’s taxable year. Additionally, for purposes of Sections 8.2 and 4.4(f), Excess Deferred Compensation shall continue to be treated as Employer contributions even if distributed pursuant to Section 4.2(f). However, Excess Deferred Compensation of Non-Highly Compensated Participants is not taken into account for purposes of Section 4.5(a) to the extent such Excess Deferred Compensation occurs pursuant to Section 4.2(d).

     1.23 “Fiduciary” means any person who (a) exercises any discretionary authority or discretionary control respecting management of the Plan or exercises any authority or control respecting management or disposition of its assets, (b) renders investment advice for a fee or other compensation, direct or indirect, with respect to any monies or other property of the Plan or has any authority or responsibility to do so, or (c) has any discretionary authority or discretionary responsibility in the administration of the Plan.

     1.24 “Fiscal Year” means the Employer’s accounting year of 12 months commencing on January 1 of each year and ending the following December 31.

     1.25 “Forfeiture” means that portion of a Participant’s Account that is not Vested, and occurs on the earlier of:

     (a) the distribution of the entire Vested portion of the Participant’s Account of a Former Participant who has severed employment with the Employer. For purposes of this provision, if the Former Participant has a Vested benefit of zero, then such Former Participant shall be deemed to have received a distribution of such Vested benefit as of the year in which the severance of employment occurs, or

     (b) the last day of the Plan Year in which a Former Participant who has severed employment with the Employer incurs five (5) consecutive 1-Year Breaks in Service.

          Regardless of the preceding provisions, if a Former Participant is eligible to share in the allocation of Employer contributions or Forfeitures in the year in which the Forfeiture would otherwise occur, then the Forfeiture will not occur until the end of the first Plan Year for which the Former Participant is not eligible to share in the allocation of Employer contributions or Forfeitures. Furthermore, the term “Forfeiture” shall also include amounts deemed to be Forfeitures pursuant to any other provision of this Plan.

     1.26 “Former Employer” means any corporation, limited liability company or partnership (a “Company”) from which the Employer has acquired either substantially all of such Company’s assets or all of the outstanding stock or ownership interest of such Company through merger or acquisition.”

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     1.27 “Former Participant” means a person who has been a Participant, but who has ceased to be a Participant for any reason.

     1.28 “415 Compensation” with respect to any Participant means such Participant’s wages, salaries, fees for professional services and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Employer maintaining the Plan to the extent that the amounts are includible in gross income (including, but not limited to, commissions paid salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements or other expense allowances under a nonaccountable plan as described in Regulation 1.62-2(c)) for a Plan Year.

          “415 Compensation” shall exclude (a)(1) contributions made by the Employer to a plan of deferred compensation to the extent that, the contributions are not includible in the gross income of the Participant for the taxable year in which contributed, (2) Employer contributions made on behalf of an Employee to a simplified employee pension plan described in Code Section 408(k) to the extent such contributions are excludable from the Employee’s gross income, (3) any distributions from a plan of deferred compensation; (b) amounts realized from the exercise of a non-qualified stock option, or when restricted stock (or property) held by an Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture; (c) amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option; and (d) other amounts which receive special tax benefits, or contributions made by the Employer (whether or not under a salary reduction agreement) towards the purchase of any annuity contract described in Code Section 403(b) (whether or not the contributions are actually excludable from the gross income of the Employee).

          For purposes of this Section, the determination of “415 Compensation” shall include any elective deferral (as defined in Code Section 402(g)(3)), and any amount which is contributed or deferred by the Employer at the election of the Participant and which is not includible in the gross income of the Participant by reason of Code Sections 125, 132(f)(4) or 457.

     1.29 “414(s) Compensation” means any definition of compensation that satisfies the nondiscrimination requirements of Code Section 414(s) and the Regulations thereunder. The period for determining 414(s) Compensation must be either the Plan Year or the calendar year ending with or within the Plan Year. An Employer may further limit the period taken into account to that part of the Plan Year or calendar year in which an Employee was a Participant in the component of the Plan being tested. The period used to determine 414(s) Compensation must be applied uniformly to all Participants for the Plan Year.

     1.30 “414(s) Compensation” means any definition of compensation that satisfies the nondiscrimination requirements of Code Section 414(s) and the Regulations thereunder.

     For purposes of performing the Actual Deferral Percentage Tests under Plan Section 4.5 and the Actual Contribution Percentage Tests under Plan Section 4.7, “414(s) Compensation shall be determined using the Safe Harbor Alternative Definition under Treasury Regs. §1.414(s)-1(c)(3), which excludes the following (even if includable in gross income): reimbursements or other expense allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation, and welfare benefits.

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     The period for determining 414(s) Compensation must be either the Plan Year or the calendar year ending with or within the Plan Year. An Employer may further limit the period taken into account to that part of the Plan Year or calendar year in which an Employee was a Participant in the component of the Plan being tested. The period used to determine 414(s) Compensation must be applied uniformly to all Participants for the Plan Year.

     For Plan Years beginning after December 31, 1996, for purposes of this Section, the family member aggregation rules of Code Section 414(q)(6) (as in effect prior to the Small Business Job Protection Act of 1996) are eliminated.”

     1.31 “Highly Compensated Participant” means any Highly Compensated Employee who is eligible to participate in the component of the Plan being tested.

     1.32 “Hour of Service” means, for purposes of eligibility for participation, each hour for which an Employee is paid or entitled to payment for the performance of duties for the Employer.

     1.33 “Hour of Service” means, for purposes of vesting and benefit accrual, (1) each hour for which an Employee is directly or indirectly compensated or entitled to compensation by the Employer for the performance of duties (these hours will be credited to the Employee for the computation period in which the duties are performed); (2) each hour for which an Employee is directly or indirectly compensated or entitled to compensation by the Employer (irrespective of whether the employment relationship has terminated) for reasons other than performance of duties (such as vacation, holidays, sickness, jury duty, disability, lay-off, military duty or leave of absence) during the applicable computation period (these hours will be calculated and credited pursuant to Department of Labor regulation 2530.200b-2 which is incorporated herein by reference); (3) each hour for which back pay is awarded or agreed to by the Employer without regard to mitigation of damages (these hours will be credited to the Employee for the computation period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement or payment is made). The same Hours of Service shall not be credited both under (1) or (2), as the case may be, and under (3).

          Notwithstanding (2) above, (i) no more than 501 Hours of Service are required to be credited to an Employee on account of any single continuous period during which the Employee performs no duties (whether or not such period occurs in a single computation period); (ii) an hour for which an Employee is directly or indirectly paid, or entitled to payment, on account of a period during which no duties are performed is not required to be credited to the Employee if such payment is made or due under a plan maintained solely for the purpose of complying with applicable worker’s compensation, or unemployment compensation or disability insurance laws; and (iii) Hours of Service are not required to be credited for a payment which solely reimburses an Employee for medical or medically related expenses incurred by the Employee.

          For purposes of (2) above, a payment shall be deemed to be made by or due from the Employer regardless of whether such payment is made by or due from the Employer directly, or indirectly through, among others, a trust fund, or insurer, to which the Employer contributes or pays premiums and regardless of whether contributions made or due to the trust fund, insurer,

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or other entity are for the benefit of particular Employees or are on behalf of a group of Employees in the aggregate.

          For purposes of this Section, Hours of Service will be credited for employment with other Affiliated Employers, except for any period of time that such employer was not considered an Affiliated Employer as defined in Section 1.3 above. No credit will be given for predecessor service for an Hour of Service with that Affiliated Employer prior to the time such Employer was considered an Affiliated Employer with Employer. . The provisions of Department of Labor regulations 2530.200b-2(b) and (c) are incorporated herein by reference.

     1.34 “Income” means the income or losses allocable to Excess Deferred Compensation, Excess Contributions or Excess Aggregate Contributions which amount shall be allocated in the same manner as income or losses are allocated pursuant to Section 4.4(e).

     1.35 “Investment Manager” means an entity that (a) has the power to manage, acquire, or dispose of Plan assets and (b) acknowledges fiduciary responsibility to the Plan in writing. Such entity must be a person, firm, or corporation registered as an investment adviser under the Investment Advisers Act of 1940, a bank, or an insurance company.

     1.36 “Key Employee” means an Employee as defined in Code Section 416(i) and the Regulations thereunder. Generally, any Employee or former Employee (as well as each of the Employee’s or former Employee’s Beneficiaries) is considered a Key Employee if the Employee, at any time during the Plan Year that contains the “Determination Date” or any of the preceding four (4) Plan Years, has been included in one of the following categories:

     (a) an officer of the Employer (as that term is defined within the meaning of the Regulations under Code Section 416) having annual “415 Compensation” greater than 50 percent of the amount in effect under Code Section 415(b)(1)(A) for any such Plan Year.

     (b) one of the ten employees having annual “415 Compensation” from the Employer for a Plan Year greater than the dollar limitation in effect under Code Section 415(c)(1)(A) for the calendar year in which such Plan Year ends and owning (or considered as owning within the meaning of Code Section 318) both more than one-half percent interest and the largest interests in the Employer.

     (c) a “five percent owner” of the Employer. “Five percent owner” means any person who owns (or is considered as owning within the meaning of Code Section 318) more than five percent (5%) of the outstanding stock of the Employer or stock possessing more than five percent (5%) of the total combined voting power of all stock of the Employer or, in the case of an unincorporated business, any person who owns more than five percent (5%) of the capital or profits interest in the Employer. In determining percentage ownership hereunder, employers that would otherwise be aggregated under Code Sections 414(b), (c), (m) and (o) shall be treated as separate employers.

     (d) a “one percent owner” of the Employer having an annual “415 Compensation” from the Employer of more than $150,000. “One percent owner” means any person who owns (or is considered as owning within the meaning of

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Code Section 318) more than one percent (1%) of the outstanding stock of the Employer or stock possessing more than one percent (1%) of the total combined voting power of all stock of the Employer or, in the case of an unincorporated business, any person who owns more than one percent (1%) of the capital or profits interest in the Employer. In determining percentage ownership hereunder, employers that would otherwise be aggregated under Code Sections 414(b), (c), (m) and (o) shall be treated as separate employers. However, in determining whether an individual has “415 Compensation” of more than $150,000, “415 Compensation” from each employer required to be aggregated under Code Sections 414(b), (c), (m) and (o) shall be taken into account.

          For purposes of this Section, the determination of “415 Compensation” shall be made by including amounts which are contributed by the Employer pursuant to a salary reduction agreement and which are not includible in the gross income of the Participant under Code Sections 125, 132(f)(4), 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code Section 414(h)(2) that are treated as Employer contributions.

     1.37 “Late Retirement Date” means the Anniversary Date coinciding with or next following a Participant’s actual Retirement Date after having reached Normal Retirement Date.

     1.38 “Leased Employee” means any person (other than an Employee of the recipient Employer) who pursuant to an agreement between the recipient Employer and any other person or entity (“leasing organization”) has performed services for the recipient (or for the recipient and related persons determined in accordance with Code Section 414(n)(6)) on a substantially full time basis for a period of at least one year, and such services are performed under primary direction or control by the recipient Employer. Contributions or benefits provided a Leased Employee by the leasing organization which are attributable to services performed for the recipient Employer shall be treated as provided by the recipient Employer. Furthermore, Compensation for a Leased Employee shall only include Compensation from the leasing organization that is attributable to services performed for the recipient Employer. A Leased Employee shall not be considered an Employee of the recipient Employer:

     (a) if such employee is covered by a money purchase pension plan providing:

     (1) a nonintegrated employer contribution rate of at least 10% of compensation, as defined in Code Section 415(c)(3);

     (2) immediate participation;

     (3) full and immediate vesting; and

     (b) if Leased Employees do not constitute more than 20% of the recipient Employer’s nonhighly compensated work force.

               Notwithstanding any other provision of this Agreement to the contrary, any driver who is an owner-operator or works as an employee or owner-operator for a company providing sub-haul services to Employer shall not be eligible to participate in this Plan.

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     1.39 “Non-Elective Contribution” means the Employer contributions to the Plan excluding, however, contributions made pursuant to the Participant’s deferral election provided for in Section 4.2 and any Qualified Non-Elective Contribution used in the “Actual Deferral Percentage” tests.

     1.40 “Non-Highly Compensated Participant” means any Participant who is not a Highly Compensated Employee. However, for purposes of Section 4.5(a) and Section 4.6, if the prior year testing method is used, a Non-Highly Compensated Participant shall be determined using the definition of Highly Compensated Employee in effect for the preceding Plan Year.

     1.41 “Non-Key Employee” means any Employee or former Employee (and such Employee’s or former Employee’s Beneficiaries) who is not, and has never been a Key Employee.

     1.42 “Normal Retirement Age” means the Participant’s 65th birthday, or the Participant’s 5th anniversary of joining the Plan, if later. A Participant shall become fully Vested in the Participant’s Account upon attaining Normal Retirement Age.

     1.43 “Normal Retirement Date” means the Anniversary Date coinciding with or next following the Participant’s Normal Retirement Age.

     1.44 “1-Year Break in Service” means, for purposes of eligibility for participation, a Period of Severance of at least 12 consecutive months.

     1.45 “1-Year Break in Service” means, for purposes of vesting, the applicable computation period during which an Employee has not completed more than 500 Hours of Service with the Employer. Further, solely for the purpose of determining whether a Participant has incurred a 1-Year Break in Service, Hours of Service shall be recognized for “authorized leaves of absence” and “maternity and paternity leaves of absence.” Years of Service and 1-Year Breaks in Service shall be measured on the same computation period.

          “Authorized leave of absence” means an unpaid, temporary cessation from active employment with the Employer pursuant to an established nondiscriminatory policy, whether occasioned by illness, military service, or any other reason.

          A “maternity or paternity leave of absence” means an absence from work for any period by reason of the Employee’s pregnancy, birth of the Employee’s child, placement of a child with the Employee in connection with the adoption of such child, or any absence for the purpose of caring for such child for a period immediately following such birth or placement. For this purpose, Hours of Service shall be credited for the computation period in which the absence from work begins, only if credit therefore is necessary to prevent the Employee from incurring a 1-Year Break in Service, or, in any other case, in the immediately following computation period. The Hours of Service credited for a “maternity or paternity leave of absence” shall be those which would normally have been credited but for such absence, or, in any case in which the Administrator is unable to determine such hours normally credited, eight (8) Hours of Service per day. The total Hours of Service required to be credited for a “maternity or paternity leave of absence” shall not exceed the number of Hours of Service needed to prevent the Employee from incurring a 1-Year Break in Service.

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     1.46 “Participant” means any Eligible Employee who participates in the Plan and has not for any reason become ineligible to participate further in the Plan.

     1.47 “Participant Direction Procedures” means such instructions, guidelines or policies, the terms of which are incorporated herein, as shall be established pursuant to Section 4.12 and observed by the Administrator and applied and provided to Participants who have Participant Directed Accounts.

     1.48 “Participant’s Account” means the account established and maintained by the Administrator for each Participant with respect to such Participant’s total interest in the Plan and Trust resulting from the Employer Non-Elective Contributions.

     A separate accounting shall be maintained with respect to that portion of the Participant’s Account attributable to Employer matching contributions made pursuant to Section 4.1(b), Employer discretionary contributions made pursuant to Section 4.1(d) and any Employer Qualified Non-Elective Contributions.

     1.49 “Participant’s Combined Account” means the total aggregate amount of each Participant’s Elective Account and Participant’s Account.

     1.50 “Participant’s Directed Account” means that portion of a Participant’s interest in the Plan with respect to which the Participant has directed the investment in accordance with the Participant Direction Procedure.

     1.51 “Participant’s Elective Account” means the account established and maintained by the Administrator for each Participant with respect to the Participant’s total interest in the Plan and Trust resulting from the Employer Elective Contributions used to satisfy the “Actual Deferral Percentage” tests. A separate accounting shall be maintained with respect to that portion of the Participant’s Elective Account attributable to such Elective Contributions pursuant to Section 4.2 and any Employer Qualified Non-Elective Contributions.

     1.52 “Participant’s Transfer/Rollover Account” means the account established and maintained by the Administrator for each Participant with respect to the Participant’s total interest in the Plan resulting from amounts transferred to this Plan from a direct plan-to-plan transfer and/or with respect to such Participant’s interest in the Plan resulting from amounts transferred from another qualified plan or “conduit” Individual Retirement Account in accordance with Section 4.11.

          A separate accounting shall be maintained with respect to that portion of the Participant’s Transfer/Rollover Account attributable to transfers (within the meaning of Code Section 414(l)) and “rollovers.”

     1.53 “Period of Service” means the aggregate of all periods commencing with the Employee’s first day of employment or reemployment with the Employer or Affiliated Employer and ending on the date a 1-Year Break in Service begins. The first day of employment or reemployment is the first day the Employee performs an Hour of Service. An Employee will also receive partial credit for any Period of Severance of less than twelve (12) consecutive months. Fractional periods of a year will be expressed in terms of days. For Affiliated Employers, the first day of employment or re-employment shall only be considered to be the later of the actual

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date of employment or re-employment by the Employer or the first day such Affiliated Employer became an Affiliated Employer within the meaning of Section 1.3 and the Code.

     1.54 “Period of Severance” means a continuous period of time during which the Employee is not employed by the Employer. Such period begins on the date the Employee retires, quits or is discharged, or if earlier, the twelve (12) month anniversary of the date on which the Employee was otherwise first absent from service.

          In the case of an individual who is absent from work for maternity or paternity reasons, the twelve (12) consecutive month period beginning on the first anniversary of the first day of such absence shall not constitute a 1-Year Break in Service. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence (a) by reason of the pregnancy of the individual, (b) by reason of the birth of a child of the individual, (c) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or (d) for purposes of caring for such child for a period beginning immediately following such birth or placement.

     1.55 “Plan” means this instrument, including all amendments thereto.

     1.56 “Plan Year” means the Plan’s accounting year of twelve (12) months commencing on January 1 of each year and ending the following December 31.

     1.57 “Pre-Retirement Survivor Annuity” means an immediate annuity for the life of the Participant’s spouse, the payments under which must be equal to the benefit which can be purchased with 50% of the accounts of a Participant.

          A proportionate share of each of the Participant’s accounts shall be used to provide the Pre-Retirement Survivor Annuity.

     1.58 “Qualified Non-Elective Contribution” means any Employer contributions made pursuant to Section 4.1(c) and Section 4.6(b) and Section 4.8(f). Such contributions shall be considered an Elective Contribution for the purposes of the Plan and may be used to satisfy the “Actual Deferral Percentage” tests or the “Actual Contribution Percentage” tests.

     1.59 “Regulation” means the Income Tax Regulations as promulgated by the Secretary of the Treasury or a delegate of the Secretary of the Treasury, and as amended from time to time.

     1.60 “Retired Participant” means a person who has been a Participant, but who has become entitled to retirement benefits under the Plan.

     1.61 “Retirement Date” means the date as of which a Participant retires whether such retirement occurs on a Participant’s Normal Retirement Date, Early or Late Retirement Date (see Section 6.1).

     1.62 “Taxable Wage Base” means, with respect to any Plan Year, the contribution and benefit base in effect under Section 230 of the Social Security Act at the beginning of the Plan Year.

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     1.63 “Terminated Participant” means a person who has been a Participant, but whose employment has been terminated other than by death or retirement.

     1.64 “Top Heavy Plan” means a plan described in Section 8.2(a).

     1.65 “Top Heavy Plan Year” means a Plan Year during which the Plan is a Top Heavy Plan.

     1.66 “Trustee” means the person or entity named as trustee herein or in any separate trust forming a part of this Plan, and any successors.

     1.67 “Trust Fund” means the assets of the Plan and Trust as the same shall exist from time to time.

     1.68 “Valuation Date” means the Anniversary Date and may include any other date or dates deemed necessary or appropriate by the Administrator for the valuation of the Participants’ accounts during the Plan Year, which may include any day that the Trustee, any transfer agent appointed by the Trustee or the Employer or any stock exchange used by such agent, are open for business.

     1.69 “Vested” means the nonforfeitable portion of any account maintained on behalf of a Participant.

     1.70 “Year of Service” means the computation period of twelve (12) consecutive months, herein set forth, during which an Employee has at least 1000 Hours of Service.

          For vesting purposes, the computation periods shall be the Plan Year, including periods prior to the Effective Date of the Plan.

          The computation period shall be the Plan Year if not otherwise set forth herein.

          Notwithstanding the foregoing, for any short Plan Year, the determination of whether an Employee has completed a Year of Service shall be made in accordance with Department of Labor regulation 2530.203-2(c). However, in determining whether an Employee has completed a Year of Service for benefit accrual purposes in the short Plan Year, the number of the Hours of Service required shall be proportionately reduced based on the number of full months in the short Plan Year.

          Years of Service with any Affiliated Employer shall be recognized, but only subsequent to the time such company became an Affiliated Employer.

ARTICLE II
ADMINISTRATION

2.1 POWERS AND RESPONSIBILITIES OF THE EMPLOYER

     (a) In addition to the general powers and responsibilities otherwise provided for in this Plan, the Employer shall be empowered to appoint and remove the Trustee and the Administrator from time to time as it deems necessary

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for the proper administration of the Plan to ensure that the Plan is being operated for the exclusive benefit of the Participants and their Beneficiaries in accordance with the terms of the Plan, the Code, and the Act. The Employer may appoint counsel, specialists, advisers, agents (including any nonfiduciary agent) and other persons as the Employer deems necessary or desirable in connection with the exercise of its fiduciary duties under this Plan. The Employer may compensate such agents or advisers from the assets of the Plan as fiduciary expenses (but not including any business (settlor) expenses of the Employer), to the extent not paid by the Employer.

     (b) The Employer may, by written agreement or designation, appoint at its option an Investment Manager (qualified under the Investment Company Act of 1940 as amended), investment adviser, or other agent to provide direction to the Trustee with respect to any or all of the Plan assets. Such appointment shall be given by the Employer in writing in a form acceptable to the Trustee and shall specifically identify the Plan assets with respect to which the Investment Manager or other agent shall have authority to direct the investment.

     (c) The Employer shall establish a “funding policy and method,” i.e., it shall determine whether the Plan has a short run need for liquidity (e.g., to pay benefits) or whether liquidity is a long run goal and investment growth (and stability of same) is a more current need, or shall appoint a qualified person to do so. The Employer or its delegate shall communicate such needs and goals to the Trustee, who shall coordinate such Plan needs with its investment policy. The communication of such a “funding policy and method” shall not, however, constitute a directive to the Trustee as to the investment of the Trust Funds. Such “funding policy and method” shall be consistent with the objectives of this Plan and with the requirements of Title I of the Act.

     (d) The Employer shall periodically review the performance of any Fiduciary or other person to whom duties have been delegated or allocated by it under the provisions of this Plan or pursuant to procedures established hereunder. This requirement may be satisfied by formal periodic review by the Employer or by a qualified person specifically designated by the Employer, through day-to-day conduct and evaluation, or through other appropriate ways.

2.2 DESIGNATION OF ADMINISTRATIVE AUTHORITY

          The Employer shall be the Administrator. The Employer may appoint any person, including, but not limited to, the Employees of the Employer, to perform the duties of the Administrator. Any person so appointed shall signify acceptance by filing written acceptance with the Employer. Upon the resignation or removal of any individual performing the duties of the Administrator, the Employer may designate a successor.

2.3 POWERS AND DUTIES OF THE ADMINISTRATOR

          The primary responsibility of the Administrator is to administer the Plan for the exclusive benefit of the Participants and their Beneficiaries, subject to the specific terms of the Plan. The Administrator shall administer the Plan in accordance with its terms and shall have the

15

power and discretion to construe the terms of the Plan and to determine all questions arising in connection with the administration, interpretation, and application of the Plan. Any such determination by the Administrator shall be conclusive and binding upon all persons. The Administrator may establish procedures, correct any defect, supply any information, or reconcile any inconsistency in such manner and to such extent as shall be deemed necessary or advisable to carry out the purpose of the Plan; provided, however, that any procedure, discretionary act, interpretation or construction shall be done in a nondiscriminatory manner based upon uniform principles consistently applied and shall be consistent with the intent that the Plan shall continue to be deemed a qualified plan under the terms of Code Section 401(a), and shall comply with the terms of the Act and all regulations issued pursuant thereto. The Administrator shall have all powers necessary or appropriate to accomplish the Administrator’s duties under the Plan.

          The Administrator shall be charged with the duties of the general administration of the Plan as set forth under the terms of the Plan, including, but not limited to, the following:

     (a) the discretion to determine all questions relating to the eligibility of Employees to participate or remain a Participant hereunder and to receive benefits under the Plan;

     (b) to compute, certify, and direct the Trustee with respect to the amount and the kind of benefits to which any Participant shall be entitled hereunder;

     (c) to authorize and direct the Trustee with respect to all discretionary or otherwise directed disbursements from the Trust;

     (d) to maintain all necessary records for the administration of the Plan;

     (e) to interpret the provisions of the Plan and to make and publish such rules for regulation of the Plan as are consistent with the terms hereof;

     (f) to determine the size and type of any Contract to be purchased from any insurer, and to designate the insurer from which such Contract shall be purchased;

     (g) to compute and certify to the Employer and to the Trustee from time to time the sums of money necessary or desirable to be contributed to the Plan;

     (h) to consult with the Employer and the Trustee regarding the short and long-term liquidity needs of the Plan in order that the Trustee can exercise any investment discretion in a manner designed to accomplish specific objectives;

     (i) to prepare and implement a procedure for notifying Participants and Beneficiaries of their rights to elect joint and survivor annuities and Pre-Retirement Survivor Annuities as required by the Act and regulations thereunder;

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     (j) to prepare and implement a procedure to notify Eligible Employees that they may elect to have a portion of their Compensation deferred or paid to them in cash;

     (k) to act as the named Fiduciary responsible for communications with Participants as needed to maintain Plan compliance with Act Section 404(c), including, but not limited to, the receipt and transmitting of Participant’s directions as to the investment of their account(s) under the Plan and the formulation of policies, rules, and procedures pursuant to which Participants may give investment instructions with respect to the investment of their accounts;

     (l) to determine the validity of, and take appropriate action with respect to, any qualified domestic relations order received by it; and

     (m) to assist any Participant regarding the Participant’s rights, benefits, or elections available under the Plan.

2.4 RECORDS AND REPORTS

          The Administrator shall keep a record of all actions taken and shall keep all other books of account, records, policies, and other data that may be necessary for proper administration of the Plan and shall be responsible for supplying all information and reports to the Internal Revenue Service, Department of Labor, Participants, Beneficiaries and others as required by law.

2.5 APPOINTMENT OF ADVISERS

          The Administrator, or the Trustee with the consent of the Administrator, may appoint counsel, specialists, advisers, agents (including nonfiduciary agents) and other persons as the Administrator or the Trustee deems necessary or desirable in connection with the administration of this Plan, including but not limited to agents and advisers to assist with the administration and management of the Plan, and thereby to provide, among such other duties as the Administrator may appoint, assistance with maintaining Plan records and the providing of investment information to the Plan’s investment fiduciaries and to Plan Participants.

2.6 PAYMENT OF EXPENSES

          All expenses of administration may be paid out of the Trust Fund unless paid by the Employer. Such expenses shall include any expenses incident to the functioning of the Administrator, or any person or persons retained or appointed by any named Fiduciary incident to the exercise of their duties under the Plan, including, but not limited to, fees of accountants, counsel, Investment Managers, agents (including nonfiduciary agents) appointed for the purpose of assisting the Administrator or the Trustee in carrying out the instructions of Participants as to the directed investment of their accounts and other specialists and their agents, the costs of any bonds required pursuant to Act Section 412, and other costs of administering the Plan. Until paid, the expenses shall constitute a liability of the Trust Fund.

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2.7 CLAIMS PROCEDURE

          Claims for benefits under the Plan may be filed in writing with the Administrator. Written notice of the disposition of a claim shall be furnished to the claimant within ninety (90) days after the application is filed, or such period as is required by applicable law or Department of Labor regulation. In the event the claim is denied, the reasons for the denial shall be specifically set forth in the notice in language calculated to be understood by the claimant, pertinent provisions of the Plan shall be cited, and, where appropriate, an explanation as to how the claimant can perfect the claim will be provided. In addition, the claimant shall be furnished with an explanation of the Plan’s claims review procedure.

2.8 CLAIMS REVIEW PROCEDURE

          Any Employee, former Employee, or Beneficiary of either, who has been denied a benefit by a decision of the Administrator pursuant to Section 2.7 shall be entitled to request the Administrator to give further consideration to a claim by filing with the Administrator a written request for a hearing. Such request, together with a written statement of the reasons why the claimant believes the claim should be allowed, shall be filed with the Administrator no later than sixty (60) days after receipt of the written notification provided for in Section 2.7. The Administrator shall then conduct a hearing within the next sixty (60) days, at which the claimant may be represented by an attorney or any other representative of such claimant’s choosing and expense and at which the claimant shall have an opportunity to submit written and oral evidence and arguments in support of the claim. At the hearing (or prior thereto upon five (5) business days written notice to the Administrator) the claimant or the claimant’s representative shall have an opportunity to review all documents in the possession of the Administrator which are pertinent to the claim at issue and its disallowance. Either the claimant or the Administrator may cause a court reporter to attend the hearing and record the proceedings. In such event, a complete written transcript of the proceedings shall be furnished to both parties by the court reporter. The full expense of any such court reporter and such transcripts shall be borne by the party causing the court reporter to attend the hearing. A final decision as to the allowance of the claim shall be made by the Administrator within sixty (60) days of receipt of the appeal (unless there has been an extension of sixty (60) days due to special circumstances, provided the delay and the special circumstances occasioning it are communicated to the claimant within the sixty (60) day period). Such communication shall be written in a manner calculated to be understood by the claimant and shall include specific reasons for the decision and specific references to the pertinent Plan provisions on which the decision is based.

ARTICLE III
ELIGIBILITY

3.1 CONDITIONS OF ELIGIBILITY

          Any Eligible Employee who has completed a six (6) month Period of Service with the Employer and has attained age 19 shall be eligible to participate hereunder as of the date such Employee has satisfied such requirements. However, any Employee who was a Participant in the Plan prior to the effective date of this amendment and restatement shall continue to participate in the Plan.

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3.2 EFFECTIVE DATE OF PARTICIPATION

          An Eligible Employee shall become a Participant effective as of the earlier of the first day of the Plan Year or the first day of the seventh month of such Plan Year coinciding with or next following the date such Employee met the eligibility requirements of Section 3.1, provided said Employee was still employed as of such date (or if not employed on such date, as of the date of rehire if a 1-Year Break in Service has not occurred or, if later, the date that the Employee would have otherwise entered the Plan had the Employee not terminated employment).

          If an Employee, who has satisfied the Plan’s eligibility requirements and would otherwise have become a Participant, shall go from a classification of a noneligible Employee to an Eligible Employee, such Employee shall become a Participant on the date such Employee becomes an Eligible Employee or, if later, the date that the Employee would have otherwise entered the Plan had the Employee always been an Eligible Employee.

          If an Employee, who has satisfied the Plan’s eligibility requirements and would otherwise become a Participant, shall go from a classification of an Eligible Employee to a noneligible class of Employees, such Employee shall become a Participant in the Plan on the date such Employee again becomes an Eligible Employee, or, if later, the date that the Employee would have otherwise entered the Plan had the Employee always been an Eligible Employee. However, if such Employee incurs a 1-Year Break in Service, eligibility will be determined under the Break in Service rules set forth in Section 3.7.

3.3 DETERMINATION OF ELIGIBILITY

          The Administrator shall determine the eligibility of each Employee for participation in the Plan based upon information furnished by the Employer. Such determination shall be conclusive and binding upon all persons, as long as the same is made pursuant to the Plan and the Act. Such determination shall be subject to review pursuant to Section 2.8.

3.4 TERMINATION OF ELIGIBILITY

          In the event a Participant shall go from a classification of an Eligible Employee to an ineligible Employee, such Former Participant shall continue to vest in the Plan for each Year of Service completed while a noneligible Employee, until such time as the Participant’s Account is forfeited or distributed pursuant to the terms of the Plan. Additionally, the Former Participant’s interest in the Plan shall continue to share in the earnings of the Trust Fund.

3.5 OMISSION OF ELIGIBLE EMPLOYEE

          If, in any Plan Year, any Employee who should be included as a Participant in the Plan is erroneously omitted and discovery of such omission is not made until after a contribution by the Employer for the year has been made and allocated, then the Employer shall make a subsequent contribution, if necessary after the application of Section 4.4(c), so that the omitted Employee receives a total amount which the Employee would have received (including both Employer contributions and earnings thereon) had the Employee not been omitted. Such contribution shall be made regardless of whether it is deductible in whole or in part in any taxable year under applicable provisions of the Code.

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3.6 INCLUSION OF INELIGIBLE EMPLOYEE

          If, in any Plan Year, any person who should not have been included as a Participant in the Plan is erroneously included and discovery of such inclusion is not made until after a contribution for the year has been made and allocated, the Employer shall be entitled to recover the contribution made with respect to the ineligible person provided the error is discovered within twelve (12) months of the date on which it was made. Otherwise, the amount contributed with respect to the ineligible person shall constitute a Forfeiture for the Plan Year in which the discovery is made. Notwithstanding the foregoing, any Deferred Compensation made by an ineligible person shall be distributed to the person (along with any earnings attributable to such Deferred Compensation).

3.7 REHIRED EMPLOYEES AND BREAKS IN SERVICE

     (a) If any Participant becomes a Former Participant due to severance from employment with the Employer and is reemployed by the Employer before a 1-Year Break in Service occurs, the Former Participant shall become a Participant as of the reemployment date.

     (b) If any Participant becomes a Former Participant due to severance from employment with the Employer and is reemployed after a 1-Year Break in Service has occurred, Years and Periods of Service shall include Years and Periods of Service prior to the 1-Year Break in Service subject to the following rules:

(1) In the case of a Former Participant who under the Plan does not have a nonforfeitable right to any interest in the Plan resulting from Employer contributions, Years or Periods of Service, whichever is applicable, before a period of 1-Year Break in Service will not be taken into account if the number of consecutive 1-Year Breaks in Service equal or exceed the greater of (A) five (5) or (B) the aggregate number of pre-break Years or Periods of Service, whichever is applicable. Such aggregate number of Years or Periods of Service, whichever is applicable, will not include any Years or Periods of Service, whichever is applicable, disregarded under the preceding sentence by reason of prior 1-Year Breaks in Service.

(2) A Former Participant shall participate in the Plan as of the date of reemployment.

     (c) After a Former Participant who has severed employment with the Employer incurs five (5) consecutive 1-Year Breaks in Service, the Vested portion of said Former Participant’s Account attributable to pre-break service shall not be increased as a result of post-break service. In such case, separate accounts will be maintained as follows:

(1) one account for nonforfeitable benefits attributable to pre-break service; and

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(2) one account representing the Participant’s Employer derived account balance in the Plan attributable to post-break service.

     (d) If any Participant becomes a Former Participant due to severance of employment with the Employer and is reemployed by the Employer before five (5) consecutive 1-Year Breaks in Service, and such Former Participant had received a distribution of the entire Vested interest prior to reemployment, then the forfeited account shall be reinstated only if the Former Participant repays the full amount which had been distributed. Such repayment must be made before the earlier of five (5) years after the first date on which the Participant is subsequently reemployed by the Employer or the close of the first period of five (5) consecutive 1-Year Breaks in Service commencing after the distribution. If a distribution occurs for any reason other than a severance of employment, the time for repayment may not end earlier than five (5) years after the date of distribution. In the event the Former Participant does repay the full amount distributed, the undistributed forfeited portion of the Participant’s Account must be restored in full, unadjusted by any gains or losses occurring subsequent to the Valuation Date preceding the distribution. The source for such reinstatement may be Forfeitures occurring during the Plan Year. If such source is insufficient, then the Employer will contribute an amount which is sufficient to restore any such forfeited Accounts provided, however, that if a discretionary contribution is made for such year pursuant to Section 4.1(d), such contribution will first be applied to restore any such Accounts and the remainder shall be allocated in accordance with Section 4.4.

          If a non-Vested Former Participant was deemed to have received a distribution and such Former Participant is reemployed by the Employer before five (5) consecutive 1-Year Breaks in Service, then such Participant will be deemed to have repaid the deemed distribution as of the date of reemployment.

3.8 ELECTION NOT TO PARTICIPATE

          An Employee may, subject to the approval of the Employer, elect voluntarily not to participate in the Plan. The election not to participate must be irrevocable and communicated to the Employer, in writing, within a reasonable period of time before the beginning of the first Plan Year.

ARTICLE IV
CONTRIBUTION AND ALLOCATION

4.1 FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION

          For each Plan Year, the Employer shall contribute to the Plan:

     (a) The amount of the total salary reduction elections of all Participants made pursuant to Section 4.2(a), which amount shall be deemed an Employer Elective Contribution.

          (b) On behalf of each Participant who is eligible to share in matching contributions for the Plan Year, a mandatory matching contribution

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equal to 100% of each such Participant’s Deferred Compensation (but excluding catch-up contributions as defined in Code Section 414(v)), which amount shall be deemed an Employer Non-Elective Contribution; provided, however, only salary reductions up to 3% of a Participant’s Compensation earned during the Plan Year shall be considered in connection with such matching contribution.

     (c) On behalf of each Non-Highly Compensated Participant who is eligible to share in the Qualified Non-Elective Contribution for the Plan Year, a discretionary Qualified Non-Elective Contribution equal to a uniform percentage of each eligible individual’s Compensation, the exact percentage, if any, to be determined each year by the Employer. Any Employer Qualified Non-Elective Contribution shall be deemed an Employer Elective Contribution.

     (d) A discretionary amount, which amount, if any, shall be deemed an Employer Non-Elective Contribution.

     (e) Additionally, to the extent necessary, the Employer shall contribute to the Plan the amount necessary to provide the top heavy minimum contribution. All contributions by the Employer shall be made in cash or in such property as is acceptable to the Trustee.

4.2 PARTICIPANT’S SALARY REDUCTION ELECTION

     (a) Each Participant may elect to defer a portion of Compensation which would have been received in the Plan year (except for the deferral election) by up to the maximum amount which will not cause the Plan to violate the provisions of Section 4.5(a) and 4.9; however, any Highly Compensated Participant is limited to a maximum deferral amount of $7,500.00 for the Plan Years beginning after December 31, 2005 (excluding any contribution classified as a catch-up contribution pursuant to Code Section 414(v)). A deferral election (or modification of an earlier election) may not be made with respect to Compensation which is currently available on or before the date the Participant executed such election. For purposes of this Section, compensation shall be determined prior to any reductions made pursuant to Code Section 125, 132(f)(4) for Plan Years beginning after December 31, 2000, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code Section 414(h)(2) that are treated as Employer contributions.

     The amount by which Compensation is reduced shall be that Participant’s Deferred Compensation and be treated as an Employer elective Contribution and allocated to that Participant’s Elective Account.

     (b) The balance in each Participant’s Elective Account shall be fully Vested at all times and, except as otherwise provided herein, shall not be subject to Forfeiture for any reason.

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     (c) Notwithstanding anything in the Plan to the contrary, amounts held in the Participant’s Elective Account may not be distributable earlier than:

(1) a Participant’s separation from service, or death;

(2) a Participant’s attainment of age 59 1/2;

(3) the termination of the Plan without the existence at the time of Plan termination of another defined contribution plan or the establishment of a successor defined contribution plan by the Employer or an Affiliated Employer within the period ending twelve months after distribution of all assets from the Plan maintained by the Employer. For this purpose, a defined contribution plan does not include an employee stock ownership plan (as defined in Code Section 4975(e)(7) or 409), a simplified employee pension plan (as defined in Code Section 408(k)), or a simple individual retirement account plan (as defined in Code Section 408(p));

(4) the date of disposition by the Employer to an entity that is not an Affiliated Employer of substantially all of the assets (within the meaning of Code Section 409(d)(2)) used in a trade or business of such corporation if such corporation continues to maintain this Plan after the disposition with respect to a Participant who continues employment with the corporation acquiring such assets;

(5) the date of disposition by the Employer or an Affiliated Employer who maintains the Plan of its interest in a subsidiary (within the meaning of Code Section 409(d)(3)) to an entity which is not an Affiliated Employer but only with respect to a Participant who continues employment with such subsidiary; or

(6) the proven financial hardship of a Participant, subject to the limitations of Section 6.11.

     (d) For each Plan Year, a Participant’s Deferred Compensation made under this Plan and all other plans, contracts or arrangements of the Employer maintaining this Plan shall not exceed, during any taxable year of the Participant, the limitation imposed by Code Section 402(g), as in effect at the beginning of such taxable year. If such dollar limitation is exceeded, a Participant will be deemed to have notified the Administrator of such excess amount which shall be distributed in a manner consistent with Section 4.2(f). The dollar limitation shall be adjusted annually pursuant to the method provided in Code Section 415(d) in accordance with Regulations.

     (e) In the event a Participant has received a hardship distribution from the Participant’s Elective Account pursuant to Section 6.11(b) or pursuant to Regulation 1.401(k)-1(d)(2)(iv)(B) from any other plan maintained by the Employer, then such Participant shall not be permitted to elect to have Deferred Compensation contributed to the Plan for a period of six (6) months following the receipt of the distribution. Furthermore, the dollar limitation under Code

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Section 402(g) shall be reduced, with respect to the Participant’s taxable year following the taxable year in which the hardship distribution was made, by the amount of such Participant’s Deferred Compensation, if any, pursuant to this Plan (and any other plan maintained by the Employer) for the taxable year of the hardship distribution.

     (f) If a Participant’s Deferred Compensation under this Plan together with any elective deferrals (as defined in Regulation 1.402(g)-1(b)) under another qualified cash or deferred arrangement (as described in Code Section 401(k)), a simplified employee pension (as described in Code Section 408(k)(6)), a simple individual retirement account plan (as described in Code Section 408(p)), a salary reduction arrangement (within the meaning of Code Section 3121(a)(5)(D)), a deferred compensation plan under Code Section 457(b), or a trust described in Code Section 501(c)(18) cumulatively exceed the limitation imposed by Code Section 402(g) (as adjusted annually in accordance with the method provided in Code Section 415(d) pursuant to Regulations) for such Participant’s taxable year, the Participant may, not later than March 1 following the close of the Participant’s taxable year, notify the Administrator in writing of such excess and request that the Participant’s Deferred Compensation under this Plan be reduced by an amount specified by the Participant. In such event, the Administrator may direct the Trustee to distribute such excess amount (and any Income allocable to such excess amount) to the Participant not later than the first April 15th following the close of the Participant’s taxable year. Any distribution of less than the entire amount of Excess Deferred Compensation and Income shall be treated as a pro rata distribution of Excess Deferred Compensation and Income. The amount distributed shall not exceed the Participant’s Deferred Compensation under the Plan for the taxable year (and any Income allocable to such excess amount). Any distribution on or before the last day of the Participant’s taxable year must satisfy each of the following conditions:

(1) the distribution must be made after the date on which the Plan received the Excess Deferred Compensation;

(2) the Participant shall designate the distribution as Excess Deferred Compensation; and

(3) the Plan must designate the distribution as a distribution of Excess Deferred Compensation.

          Any distribution made pursuant to this Section 4.2(f) shall be made first from unmatched Deferred Compensation and, thereafter, from Deferred Compensation which is matched. Matching contributions which relate to such Deferred Compensation shall be forfeited.

     (g) Notwithstanding Section 4.2(f) above, a Participant’s Excess Deferred Compensation shall be reduced, but not below zero, by any distribution of Excess Contributions pursuant to Section 4.6(a) for the Plan Year beginning with or within the taxable year of the Participant.

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     (h) At Normal Retirement Date, or such other date when the Participant shall be entitled to receive benefits, the fair market value of the Participant’s Elective Account shall be used to provide additional benefits to the Participant or the Participant’s Beneficiary.

     (i) Employer Elective Contributions made pursuant to this Section may be segregated into a separate account for each Participant in a federally insured savings account, certificate of deposit in a bank or savings and loan association, money market certificate, or other short-term debt security acceptable to the Trustee until such time as the allocations pursuant to Section 4.4 have been made.

     (j) The Employer and the Administrator shall implement the salary reduction elections provided for herein in accordance with the following:

(1) A Participant must make an initial salary deferral election within a reasonable time, not to exceed thirty (30) days, after entering the Plan pursuant to Section 3.2. If the Participant fails to make an initial salary deferral election within such time, then such Participant may thereafter make an election in accordance with the rules governing modifications. The Participant shall make such an election by entering into a written salary reduction agreement with the Employer and filing such agreement with the Administrator. Such election shall initially be effective beginning with the pay period following the acceptance of the salary reduction agreement by the Administrator, shall not have retroactive effect and shall remain in force until revoked.

(2) A Participant may modify a prior election during the Plan Year and concurrently make a new election by filing a written notice with the Administrator within a reasonable time before the pay period for which such modification is to be effective. However, modifications to a salary deferral election shall only be permitted semi-annually, during election periods established by the Administrator prior to the first day of a Plan Year and the first day of the seventh month of a Plan Year. Any modification shall not have retroactive effect and shall remain in force until revoked.

(3) A Participant may elect to prospectively revoke the Participant’s salary reduction agreement in its entirety at any time during the Plan Year by providing the Administrator with thirty (30) days written notice of such revocation (or upon such shorter notice period as may be acceptable to the Administrator). Such revocation shall become effective as of the beginning of the first pay period coincident with or next following the expiration of the notice period. Furthermore, the termination of the Participant’s employment, or the cessation of participation for any reason, shall be deemed to revoke any salary reduction agreement then in effect, effective immediately following the close of the pay period within which such termination or cessation occurs.

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4.3 TIME OF PAYMENT OF EMPLOYER CONTRIBUTION

          The Employer may make its contribution to the Plan for a particular Plan Year at such time as the Employer, in its sole discretion, determines. If the Employer makes a contribution for a particular Plan Year after the close of that Plan Year, the Employer will designate to the Trustee the Plan Year for which the Employer is making its contribution.

4.4 ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

     (a) The Administrator shall establish and maintain an account in the name of each Participant to which the Administrator shall credit as of each Anniversary Date, or other Valuation Date, all amounts allocated to each such Participant as set forth herein.

     (b) The Employer shall provide the Administrator with all information required by the Administrator to make a proper allocation of the Employer contributions for each Plan Year. Within a reasonable period of time after the date of receipt by the Administrator of such information, the Administrator shall allocate such contribution as follows:

(1) With respect to the Employer Elective Contribution made pursuant to Section 4.1(a), to each Participant’s Elective Account in an amount equal to each such Participant’s Deferred Compensation for the year.

(2) With respect to the Employer Non-Elective Contribution made pursuant to Section 4.1(b), to each Participant’s Account in accordance with Section 4.1(b).

Only Participants who have completed a combined Year of Service during the Plan Year with the Employer and/or a Former Employer and are actively employed on the last day of the Plan Year shall be eligible to share in the matching contribution for the year. Any such matching contribution, however, shall only relate to a Participant’s Deferred Compensation and/or Compensation for the year earned while employed by the Employer (and shall not take into consideration any Compensation earned while the Participant was employed by a Former Employer).

(3) With respect to the Employer Qualified Non-Elective Contribution made pursuant to Section 4.1(c), to each Participant’s Elective Account when used to satisfy the “Actual Deferral Percentage” tests or Participant’s Account in accordance with Section 4.1(c).

Only Non-Highly Compensated Participants who have completed a Year of Service during the Plan Year with the Employer and/or a Former Employer and are actively employed on the last day of the Plan Year shall be eligible to share in the Qualified Non-Elective Contribution for the year.

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(4) With respect to the Employer Non-Elective Contribution made pursuant to Section 4.1(d), to each Participant’s Account in the same proportion that each such Participant’s Compensation for the year bears to the total Compensation of all Participants for such year.

Only Participants who have completed a Year of Service during the Plan Year with the Employer and/or a Former Employer and are actively employed on the last day of the Plan Year shall be eligible to share in the discretionary contribution for the year. Any such discretionary contribution, however, shall only relate to a Participant’s Compensation for the Plan Year earned while employed by the Employer (and shall not take into consideration any Compensation paid by the Participant while employed by a Former Employer).

     (c) On or before each Anniversary Date any amounts which became Forfeitures since the last Anniversary Date may be made available to reinstate previously forfeited account balances of Former Participants, if any, in accordance with Section 3.7(d), be used to satisfy any contribution that may be required pursuant to Section 3.5 and/or 6.9, or be used to pay any administrative expenses of the Plan. The remaining Forfeitures, if any, shall be used to reduce the contribution of the Employer hereunder for the Plan Year in which such Forfeitures occur in the following manner:

(1) Forfeitures attributable to Employer matching contributions made pursuant to Section 4.1(b) shall be used to reduce the Employer contribution for the Plan Year in which such Forfeitures occur.

(2) Forfeitures attributable to Employer discretionary contributions made pursuant to Section 4.1(d) shall be used to reduce the Employer contribution for the Plan Year in which such Forfeitures occur.

Notwithstanding anything above to the contrary, any Forfeitures which are received by the Plan as a result of the merger of the Plan with the M.S. Carriers, Inc. Retirement Savings Plan (the “MSC Plan”) and the assumption by the Plan of all assets and liabilities of the MSC Plan, the Forfeitures received by the Plan from the MSC Plan may only be utilized to pay administrative expenses of the merged Plan.

     (d) For any Top Heavy Plan Year, Non-Key Employees not otherwise eligible to share in the allocation of contributions as provided above, shall receive the minimum allocation provided for in Section 4.4(f) if eligible pursuant to the provisions of Section 4.4(h).

     (e) As of each Valuation Date, before allocation of Employer contributions for the entire Plan Year, any earnings or losses (net appreciation or net depreciation) of the Trust Fund shall be allocated in the same proportion that each Participant’s and Former Participant’s nonsegregated accounts bear to the total of all Participants’ and Former Participants’ nonsegregated accounts as of

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such date. Earnings or losses with respect to a Participant’s Directed Account shall be allocated in accordance with Section 4.12.

     Participants’ transfers from other qualified plans deposited in the general Trust Fund shall share in any earnings and losses (net appreciation or net depreciation) of the Trust Fund in the same manner provided above. Each segregated account maintained on behalf of a Participant shall be credited or charged with its separate earnings and losses.

     (f) Minimum Allocations Required for Top Heavy Plan Years: Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum of the Employer contributions allocated to the Participant’s Combined Account of each Non-Key Employee shall be equal to at least three percent (3%) of such Non-Key Employee’s “415 Compensation” (reduced by contributions and forfeitures, if any, allocated to each Non-Key Employee in any defined contribution plan included with this Plan in a Required Aggregation Group). However, if (1) the sum of the Employer contributions allocated to the Participant’s Combined Account of each Key Employee for such Top Heavy Plan Year is less than three percent (3%) of each Key Employee’s “415 Compensation” and (2) this Plan is not required to be included in an Aggregation Group to enable a defined benefit plan to meet the requirements of Code Section 401(a)(4) or 410, the sum of the Employer contributions allocated to the Participant’s Combined Account of each Non-Key Employee shall be equal to the largest percentage allocated to the Participant’s Combined Account of any Key Employee. However, in determining whether a Non-Key Employee has received the required minimum allocation, such Non-Key Employee’s Deferred Compensation and matching contributions needed to satisfy the “Actual Contribution Percentage” tests pursuant to Section 4.7(a) shall not be taken into account.

     However, no such minimum allocation shall be required in this Plan for any Non-Key Employee who participates in another defined contribution plan subject to Code Section 412 included with this Plan in a Required Aggregation Group.

     (g) For purposes of the minimum allocations set forth above, the percentage allocated to the Participant’s Combined Account of any Key Employee shall be equal to the ratio of the sum of the Employer contributions allocated on behalf of such Key Employee divided by the “415 Compensation” for such Key Employee.

     (h) For any Top Heavy Plan Year, the minimum allocations set forth above shall be allocated to the Participant’s Combined Account of all Non-Key Employees who are Participants and who are employed by the Employer on the last day of the Plan Year, including Non-Key Employees who have (1) failed to complete a Year of Service; and (2) declined to make mandatory contributions (if required) or, in the case of a cash or deferred arrangement, elective contributions to the Plan.

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     (i) For the purposes of this Section, “415 Compensation” in excess of $150,000 (or such other amount provided in the Code) shall be disregarded. Such amount shall be adjusted for increases in the cost of living in accordance with Code Section 401(a)(17)(B), except that the dollar increase in effect on January 1 of any calendar year shall be effective for the Plan Year beginning with or within such calendar year. If “415 Compensation” for any prior determination period is taken into account in determining a Participant’s minimum benefit for the current Plan Year, the “415 Compensation” for such determination period is subject to the applicable annual “415 Compensation” limit in effect for that prior period. For this purpose, in determining the minimum benefit in Plan Years beginning on or after January 1, 1989, the annual “415 Compensation” limit in effect for determination periods beginning before that date is $200,000 (or such other amount as adjusted for increases in the cost of living in accordance with Code Section 415(d) for determination periods beginning on or after January 1, 1989, and in accordance with Code Section 401(a)(17)(B) for determination periods beginning on or after January 1, 1994). For determination periods beginning prior to January 1, 1989, the $200,000 limit shall apply only for Top Heavy Plan Years and shall not be adjusted. For any short Plan Year the “415 Compensation” limit shall be an amount equal to the “415 Compensation” limit for the calendar year in which the Plan Year begins multiplied by the ratio obtained by dividing the number of full months in the short Plan Year by twelve (12).

     (j) Notwithstanding anything herein to the contrary, Participants who terminated employment for any reason during the Plan Year shall share in the salary reduction contributions made by the Employer for the year of termination without regard to the Hours of Service credited.

     (k) Notwithstanding anything in this Section to the contrary, all information necessary to properly reflect a given transaction may not be available until after the date specified herein for processing such transaction, in which case the transaction will be reflected when such information is received and processed. Subject to express limits that may be imposed under the Code, the processing of any contribution, distribution or other transaction may be delayed for any legitimate business reason (including, but not limited to, failure of systems or computer programs, failure of the means of the transmission of data, force majeure, the failure of a service provider to timely receive values or prices, and the correction for errors or omissions or the errors or omissions of any service provider). The processing date of a transaction will be binding for all purposes of the Plan.

     (l) Notwithstanding anything to the contrary, if this is a Plan that would otherwise fail to meet the requirements of Code Section 410(b)(1)(B) and the Regulations thereunder because Employer contributions would not be allocated to a sufficient number or percentage of Participants for a Plan Year, then the following rules shall apply:

(1) The group of Participants eligible to share in the Employer’s contribution for the Plan Year shall be expanded to include the minimum number of Participants who would not otherwise be eligible as are

29

necessary to satisfy the applicable test specified above. The specific Participants who shall become eligible under the terms of this paragraph shall be those who have not separated from service prior to the last day of the Plan Year and have completed the greatest Period of Service in the Plan Year.

(2) If after application of paragraph (1) above, the applicable test is still not satisfied, then the group of Participants eligible to share in the Employer’s contribution for the Plan Year shall be further expanded to include the minimum number of Participants who have separated from service prior to the last day of the Plan Year as are necessary to satisfy the applicable test. The specific Participants who shall become eligible to share shall be those Participants who have completed the greatest Period of Service in the Plan Year before terminating employment.

(3) Nothing in this Section shall permit the reduction of a Participant’s accrued benefit. Therefore any amounts that have previously been allocated to Participants may not be reallocated to satisfy these requirements. In such event, the Employer shall make an additional contribution equal to the amount such affected Participants would have received had they been included in the allocations, even if it exceeds the amount which would be deductible under Code Section 404. Any adjustment to the allocations pursuant to this paragraph shall be considered a retroactive amendment adopted by the last day of the Plan Year.

(4) Notwithstanding the foregoing, if the portion of the Plan which is not a Code Section 401(k) or 401(m) plan would fail to satisfy Code Section 410(b) if the coverage tests were applied by treating those Participants whose only allocation would otherwise be provided under the top heavy formula as if they were not currently benefiting under the Plan, then, for purposes of this Section 4.4(l), such Participants shall be treated as not benefiting and shall therefore be eligible to be included in the expanded class of Participants who will share in the allocation provided under the Plan’s non top heavy formula.

4.5 ACTUAL DEFERRAL PERCENTAGE TESTS

     (a) Maximum Annual Allocation: For each Plan Year, the annual allocation derived from Employer Elective Contributions to a Highly Compensated Participant’s Elective Account shall satisfy one of the following tests:

(1) The “Actual Deferral Percentage” for the Highly Compensated Participant group shall not be more than the “Actual Deferral Percentage” of the Non-Highly Compensated Participant group (for the preceding Plan Year if the prior year testing method is used to calculate the “Actual Deferral Percentage” for the Non-Highly Compensated Participant group) multiplied by 1.25, or

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(2) The excess of the “Actual Deferral Percentage” for the Highly Compensated Participant group over the “Actual Deferral Percentage” for the Non-Highly Compensated Participant group (for the preceding Plan Year if the prior year testing method is used to calculate the “Actual Deferral Percentage” for the Non-Highly Compensated Participant group) shall not be more than two percentage points. Additionally, the “Actual Deferral Percentage” for the Highly Compensated Participant group shall not exceed the “Actual Deferral Percentage” for the Non-Highly Compensated Participant group (for the preceding Plan Year if the prior year testing method is used to calculate the “Actual Deferral Percentage” for the Non-Highly Compensated Participant group) multiplied by 2. The provisions of Code Section 401(k)(3) and Regulation 1.401(k)-1(b) are incorporated herein by reference.

However, in order to prevent the multiple use of the alternative method described in (2) above and in Code Section 401(m)(9)(A), any Highly Compensated Participant eligible to make elective deferrals pursuant to Section 4.2 and to make Employee contributions or to receive matching contributions under this Plan or under any other plan maintained by the Employer or an Affiliated Employer shall have a combination of such Participant’s Elective Contributions and Employer matching contributions reduced pursuant to Section 4.6(a) and Regulation 1.401(m)-2, the provisions of which are incorporated herein by reference.

     (b) For the purposes of this Section “Actual Deferral Percentage” means, with respect to the Highly Compensated Participant group and Non-Highly Compensated Participant group for a Plan Year, the average of the ratios, calculated separately for each Participant in such group, of the amount of Employer Elective Contributions allocated to each Participant’s Elective Account for such Plan Year, to such Participant’s “414(s) Compensation” for such Plan Year. The actual deferral ratio for each Participant and the “Actual Deferral Percentage” for each group shall be calculated to the nearest one-hundredth of one percent. Employer Elective Contributions allocated to each Non-Highly Compensated Participant’s Elective Account shall be reduced by Excess Deferred Compensation to the extent such excess amounts are made under this Plan or any other plan maintained by the Employer.

          Notwithstanding the above, if the prior year test method is used to calculate the “Actual Deferral Percentage” for the Non-Highly Compensated Participant group for the first Plan Year of this amendment and restatement, the “Actual Deferral Percentage” for the Non-Highly Compensated Participant group for the preceding Plan Year shall be calculated pursuant to the provisions of the Plan then in effect.

     (c) For the purposes of Sections 4.5(a) and 4.6, a Highly Compensated Participant and a Non-Highly Compensated Participant shall include any Employee eligible to make a deferral election pursuant to Section 4.2, whether or not such deferral election was made or suspended pursuant to Section 4.2.

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          Notwithstanding the above, if the prior year testing method is used to calculate the “Actual Deferral Percentage” for the Non-Highly Compensated Participant group for the first Plan Year of this amendment and restatement, for purposes of Section 4.5(a) and 4.6, a Non-Highly Compensated Participant shall include any such Employee eligible to make a deferral election, whether or not such deferral election was made or suspended, pursuant to the provisions of the Plan in effect for the preceding Plan Year.

     (d) For the purposes of this Section and Code Sections 401(a)(4), 410(b) and 401(k), if two or more plans which include cash or deferred arrangements are considered one plan for the purposes of Code Section 401(a)(4) or 410(b) (other than Code Section 410(b)(2)(A)(ii)), the cash or deferred arrangements included in such plans shall be treated as one arrangement. In addition, two or more cash or deferred arrangements may be considered as a single arrangement for purposes of determining whether or not such arrangements satisfy Code Sections 401(a)(4), 410(b) and 401(k). In such a case, the cash or deferred arrangements included in such plans and the plans including such arrangements shall be treated as one arrangement and as one plan for purposes of this Section and Code Sections 401(a)(4), 410(b) and 401(k). Any adjustment to the Non-Highly Compensated Participant actual deferral ratio for the prior year shall be made in accordance with Internal Revenue Service Notice 98-1 and any superseding guidance. Plans may be aggregated under this paragraph (d) only if they have the same plan year. Notwithstanding the above, if two or more plans which include cash or deferred arrangements are permissively aggregated under Regulation 1.410(b)-7(d), all plans permissively aggregated must use either the current year testing method or the prior year testing method for the testing year.

          Notwithstanding the above, an employee stock ownership plan described in Code Section 4975(e)(7) or 409 may not be combined with this Plan for purposes of determining whether the employee stock ownership plan or this Plan satisfies this Section and Code Sections 401(a)(4), 410(b) and 401(k).

     (e) For the purposes of this Section, if a Highly Compensated Participant is a Participant under two or more cash or deferred arrangements (other than a cash or deferred arrangement which is part of an employee stock ownership plan as defined in Code Section 4975(e)(7) or 409) of the Employer or an Affiliated Employer, all such cash or deferred arrangements shall be treated as one cash or deferred arrangement for the purpose of determining the actual deferral ratio with respect to such Highly Compensated Participant. However, if the cash or deferred arrangements have different plan years, this paragraph shall be applied by treating all cash or deferred arrangements ending with or within the same calendar year as a single arrangement.

     (f) For the purpose of this Section, when calculating the “Actual Deferral Percentage” for the Non-Highly Compensated Participant group, the prior year testing method shall be used. Any change from the current year testing method to the prior year testing method shall be made pursuant to Internal

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Revenue Service Notice 98-1, Section VII (or superseding guidance), the provisions of which are incorporated herein by reference.

     (g) Notwithstanding anything in this Section to the contrary, the provisions of this Section and Section 4.6 may be applied separately (or will be applied separately to the extent required by Regulations) to each plan within the meaning of Regulation 1.401(k)-1(g)(11). Furthermore, the provisions of Code Section 401(k)(3)(F) may be used to exclude from consideration all Non-Highly Compensated Employees who have not satisfied the minimum age and service requirements of Code Section 410(a)(1)(A).

4.6 ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

          In the event (or if it is anticipated) that the initial allocations of the Employer Elective Contributions made pursuant to Section 4.4 do (or might) not satisfy one of the tests set forth in Section 4.5(a), the Administrator shall adjust Excess Contributions pursuant to the options set forth below:

     (a) On or before the fifteenth day of the third month following the end of each Plan Year, but in no event later than the close of the following Plan Year, the Highly Compensated Participant having the largest dollar amount of Elective Contributions shall have a portion of such Participant’s Elective Contributions distributed until the total amount of Excess Contributions has been distributed, or until the amount of such Participant’s Elective Contributions equals the Elective Contributions of the Highly Compensated Participant having the second largest dollar amount of Elective Contributions. This process shall continue until the total amount of Excess Contributions has been distributed. In determining the amount of Excess Contributions to be distributed with respect to an affected Highly Compensated Participant as determined herein, such amount shall be reduced pursuant to Section 4.2(f) by any Excess Deferred Compensation previously distributed to such affected Highly Compensated Participant for such Participant’s taxable year ending with or within such Plan Year.

(1) With respect to the distribution of Excess Contributions pursuant to (a) above, such distribution:

(i) may be postponed but not later than the close of the Plan Year following the Plan Year to which they are allocable;

(ii) shall be adjusted for Income; and

(iii) shall be designated by the Employer as a distribution of Excess Contributions (and Income).

(2) Any distribution of less than the entire amount of Excess Contributions shall be treated as a pro rata distribution of Excess Contributions and Income.

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(3) Matching contributions which relate to Excess Contributions shall be forfeited unless the related matching contribution is distributed as an Excess Aggregate Contribution pursuant to Section 4.8.

     (b) Notwithstanding the above, within twelve (12) months after the end of the Plan Year, the Employer may make a special Qualified Non-Elective Contribution in accordance with one of the following provisions which contribution shall be allocated to the Participant’s Elective Account of each Non-Highly Compensated Participant eligible to share in the allocation in accordance with such provision. The Employer shall provide the Administrator with written notification of the amount of the contribution being made and for which provision it is being made pursuant to:

(1) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.5(a). Such contribution shall be allocated in the same proportion that each Non-Highly Compensated Participant’s 414(s) Compensation for the year (or prior year if the prior year testing method is being used) bears to the total 414(s) Compensation of all Non-Highly Compensated Participants for such year.

(2) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.5(a). Such contribution shall be allocated in the same proportion that each Non-Highly Compensated Participant electing salary reductions pursuant to Section 4.2 in the same proportion that each such Non-Highly Compensated Participant’s Deferred Compensation for the year (or at the end of the prior Plan Year if the prior year testing method is being used) bears to the total Deferred Compensation of all such Non-Highly Compensated Participants for such year.

(3) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.5(a). Such contribution shall be allocated in equal amounts (per capita).

(4) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants electing salary reductions pursuant to Section 4.2 in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.5(a). Such contribution shall be allocated for the year (or at the end of the prior Plan Year if the prior year testing method is used) to each Non-Highly Compensated Participant electing salary reductions pursuant to Section 4.2 in equal amounts (per capita).

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(5) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.5(a). Such contribution shall be allocated to the Non-Highly Compensated Participant having the lowest 414(s) Compensation, until one of the tests set forth in Section 4.5(a) is satisfied (or is anticipated to be satisfied), or until such Non-Highly Compensated Participant has received the maximum “annual addition” pursuant to Section 4.9. This process shall continue until one of the tests set forth in Section 4.5(a) is satisfied (or is anticipated to be satisfied).

          Notwithstanding the above, at the Employer’s discretion, Non-Highly Compensated Participants who are not employed at the end of the Plan Year (or at the end of the prior Plan Year if the prior year testing method is being used) shall not be eligible to receive a special Qualified Non-Elective Contribution and shall be disregarded.

          Notwithstanding the above, if the testing method changes from the current year testing method to the prior year testing method, then for purposes of preventing the double counting of Qualified Non-Elective Contributions for the first testing year for which the change is effective, any special Qualified Non-Elective Contribution on behalf of Non-Highly Compensated Participants used to satisfy the “Actual Deferral Percentage” or “Actual Contribution Percentage” test under the current year testing method for the prior year testing year shall be disregarded.

     (c) If during a Plan Year, it is projected that the aggregate amount of Elective Contributions to be allocated to all Highly Compensated Participants under this Plan would cause the Plan to fail the tests set forth in Section 4.5(a), then the Administrator may automatically reduce the deferral amount of affected Highly Compensated Participants, beginning with the Highly Compensated Participant who has the highest deferral ratio until it is anticipated the Plan will pass the tests or until the actual deferral ratio equals the actual deferral ratio of the Highly Compensated Participant having the next highest actual deferral ratio. This process may continue until it is anticipated that the Plan will satisfy one of the tests set forth in Section 4.5(a). Alternatively, the Employer may specify a maximum percentage of Compensation that may be deferred.

     (d) Any Excess Contributions (and Income) which are distributed on or after 2 1/2 months after the end of the Plan Year shall be subject to the ten percent (10%) Employer excise tax imposed by Code Section 4979.

4.7 ACTUAL CONTRIBUTION PERCENTAGE TESTS

     (a) The “Actual Contribution Percentage” for the Highly Compensated Participant group shall not exceed the greater of:

(1) 125 percent of such percentage for the Non-Highly Compensated Participant group (for the preceding Plan Year if the prior year testing

35

method is used to calculate the “Actual Contribution Percentage” for the Non-Highly Compensated Participant group); or

(2) the lesser of 200 percent of such percentage for the Non-Highly Compensated Participant group (for the preceding Plan Year if the prior year testing method is used to calculate the “Actual Contribution Percentage” for the Non-Highly Compensated Participant group), or such percentage for the Non-Highly Compensated Participant group (for the preceding Plan Year if the prior year testing method is used to calculate the “Actual Contribution Percentage” for the Non-Highly Compensated Participant group) plus 2 percentage points. However, to prevent the multiple use of the alternative method described in this paragraph and Code Section 401(m)(9)(A), any Highly Compensated Participant eligible to make elective deferrals pursuant to Section 4.2 or any other cash or deferred arrangement maintained by the Employer or an Affiliated Employer and to make Employee contributions or to receive matching contributions under this Plan or under any plan maintained by the Employer or an Affiliated Employer shall have a combination of Elective Contributions and Employer matching contributions reduced pursuant to Regulation 1.401(m)-2 and Section 4.8(a). The provisions of Code Section 401(m) and Regulations 1.401(m)-1(b) and 1.401(m)-2 are incorporated herein by reference.

     (b) For the purposes of this Section and Section 4.8, “Actual Contribution Percentage” for a Plan Year means, with respect to the Highly Compensated Participant group and Non-Highly Compensated Participant group (for the preceding Plan Year if the prior year testing method is used to calculate the “Actual Contribution Percentage” for the Non-Highly Compensated Participant group), the average of the ratios (calculated separately for each Participant in each group and rounded to the nearest one-hundredth of one percent) of:

(1) the sum of Employer matching contributions made pursuant to Section 4.1(b) on behalf of each such Participant for such Plan Year; to

(2) the Participant’s “414(s) Compensation” for such Plan Year.

          Notwithstanding the above, if the prior year testing method is used to calculate the “Actual Contribution Percentage” for the Non-Highly Compensated Participant group for the first Plan Year of this amendment and restatement, for purposes of Section 4.7(a), the “Actual Contribution Percentage” for the Non-Highly Compensated Participant group for the preceding Plan Year shall be determined pursuant to the provisions of the Plan then in effect.

     (c) For purposes of determining the “Actual Contribution Percentage,” only Employer matching contributions contributed to the Plan prior to the end of the succeeding Plan Year shall be considered. In addition, the Administrator may elect to take into account, with respect to Employees eligible to have Employer matching contributions pursuant to Section 4.1(b) allocated to their accounts,

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elective deferrals (as defined in Regulation 1.402(g)-1(b)) and qualified non-elective contributions (as defined in Code Section 401(m)(4)(C)) contributed to any plan maintained by the Employer. Such elective deferrals and qualified non-elective contributions shall be treated as Employer matching contributions subject to Regulation 1.401(m)-1(b)(5) which is incorporated herein by reference. However, the Plan Year must be the same as the plan year of the plan to which the elective deferrals and the qualified non-elective contributions are made.

     (d) For purposes of this Section and Code Sections 401(a)(4), 410(b) and 401(m), if two or more plans of the Employer to which matching contributions, Employee contributions, or both, are made are treated as one plan for purposes of Code Sections 401(a)(4) or 410(b) (other than the average benefits test under Code Section 410(b)(2)(A)(ii)), such plans shall be treated as one plan. In addition, two or more plans of the Employer to which matching contributions, Employee contributions, or both, are made may be considered as a single plan for purposes of determining whether or not such plans satisfy Code Sections 401(a)(4), 410(b) and 401(m). In such a case, the aggregated plans must satisfy this Section and Code Sections 401(a)(4), 410(b) and 401(m) as though such aggregated plans were a single plan. Any adjustment to the Non-Highly Compensated Participant actual contribution ratio for the prior year shall be made in accordance with Internal Revenue Service Notice 98-1 and any superseding guidance. Plans may be aggregated under this paragraph (d) only if they have the same plan year. Notwithstanding the above, if two or more plans which include cash or deferred arrangements are permissively aggregated under Regulation 1.410(b)-7(d), all plans permissively aggregated must use either the current year testing method or the prior year testing method for the testing year.

          Notwithstanding the above, an employee stock ownership plan described in Code Section 4975(e)(7) or 409 may not be aggregated with this Plan for purposes of determining whether the employee stock ownership plan or this Plan satisfies this Section and Code Sections 401(a)(4), 410(b) and 401(m).

     (e) If a Highly Compensated Participant is a Participant under two or more plans (other than an employee stock ownership plan as defined in Code Section 4975(e)(7) or 409) which are maintained by the Employer or an Affiliated Employer to which matching contributions, Employee contributions, or both, are made, all such contributions on behalf of such Highly Compensated Participant shall be aggregated for purposes of determining such Highly Compensated Participant’s actual contribution ratio. However, if the plans have different plan years, this paragraph shall be applied by treating all plans ending with or within the same calendar year as a single plan.

     (f) For purposes of Sections 4.7(a) and 4.8, a Highly Compensated Participant and Non-Highly Compensated Participant shall include any Employee eligible to have Employer matching contributions (whether or not a deferral election was made or suspended) allocated to the Participant’s account for the Plan Year.

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          Notwithstanding the above, if the prior year testing method is used to calculate the “Actual Contribution Percentage” for the Non-Highly Compensated Participant group for the first Plan Year of this amendment and restatement, for the purposes of Section 4.7(a), a Non-Highly Compensated Participant shall include any such Employee eligible to have Employer matching contributions (whether or not a deferral election was made or suspended) allocated to the Participant’s account for the preceding Plan Year pursuant to the provisions of the Plan then in effect.

     (g) For the purpose of this Section, when calculating the “Actual Contribution Percentage” for the Non-Highly Compensated Participant group, the prior year testing method shall be used. Any change from the current year testing method to the prior year testing method shall be made pursuant to Internal Revenue Service Notice 98-1, Section VII (or superseding guidance), the provisions of which are incorporated herein by reference.

     (h) Notwithstanding anything in this Section to the contrary, the provisions of this Section and Section 4.8 may be applied separately (or will be applied separately to the extent required by Regulations) to each plan within the meaning of Regulation 1.401(k)-1(g)(11). Furthermore, the provisions of Code Section 401(k)(3)(F) may be used to exclude from consideration all Non-Highly Compensated Employees who have not satisfied the minimum age and service requirements of Code Section 410(a)(1)(A).

4.8 ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

     (a) In the event (or if it is anticipated) that the “Actual Contribution Percentage” for the Highly Compensated Participant group exceeds (or might exceed) the “Actual Contribution Percentage” for the Non-Highly Compensated Participant group pursuant to Section 4.7(a), the Administrator (on or before the fifteenth day of the third month following the end of the Plan Year, but in no event later than the close of the following Plan Year) shall direct the Trustee to distribute to the Highly Compensated Participant having the largest dollar amount of contributions determined pursuant to Section 4.7(b)(1), the Vested portion of such contributions (and Income allocable to such contributions) and, if forfeitable, forfeit such non-Vested contributions attributable to Employer matching contributions (and Income allocable to such forfeitures) until the total amount of Excess Aggregate Contributions has been distributed, or until the Participant’s remaining amount equals the amount of contributions determined pursuant to Section 4.7(b)(1) of the Highly Compensated Participant having the second largest dollar amount of contributions. This process shall continue until the total amount of Excess Aggregate Contributions has been distributed.

          If the correction of Excess Aggregate Contributions attributable to Employer matching contributions is not in proportion to the Vested and non-Vested portion of such contributions, then the Vested portion of the Participant’s Account attributable to Employer matching contributions after the correction shall be subject to Section 6.5(h).

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     (b) Any distribution and/or forfeiture of less than the entire amount of Excess Aggregate Contributions (and Income) shall be treated as a pro rata distribution and/or forfeiture of Excess Aggregate Contributions and Income. Distribution of Excess Aggregate Contributions shall be designated by the Employer as a distribution of Excess Aggregate Contributions (and Income). Forfeitures of Excess Aggregate Contributions shall be treated in accordance with Section 4.4.

     (c) Excess Aggregate Contributions, including forfeited matching contributions, shall be treated as Employer contributions for purposes of Code Sections 404 and 415 even if distributed from the Plan.

          Forfeited matching contributions that are reallocated to Participants’ Accounts for the Plan Year in which the forfeiture occurs shall be treated as an “annual addition” pursuant to Section 4.9(b) for the Participants to whose Accounts they are reallocated and for the Participants from whose Accounts they are forfeited.

     (d) The determination of the amount of Excess Aggregate Contributions with respect to any Plan Year shall be made after first determining the Excess Contributions, if any, to be treated as after-tax voluntary Employee contributions due to recharacterization for the plan year of any other qualified cash or deferred arrangement (as defined in Code Section 401(k)) maintained by the Employer that ends with or within the Plan Year or which are treated as after-tax voluntary Employee contributions due to recharacterization pursuant to Section 4.6(a).

     (e) If during a Plan Year the projected aggregate amount of Employer matching contributions to be allocated to all Highly Compensated Participants under this Plan would, by virtue of the tests set forth in Section 4.7(a), cause the Plan to fail such tests, then the Administrator may automatically reduce proportionately or in the order provided in Section 4.8(a) each affected Highly Compensated Participant’s projected share of such contributions by an amount necessary to satisfy one of the tests set forth in Section 4.7(a).

     (f) Notwithstanding the above, within twelve (12) months after the end of the Plan Year, the Employer may make a special Qualified Non-Elective Contribution in accordance with one of the following provisions which contribution shall be allocated to the Participant’s Account of each Non-Highly Compensated eligible to share in the allocation in accordance with such provision. The Employer shall provide the Administrator with written notification of the amount of the contribution being made and for which provision it is being made pursuant to:

(1) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.7. Such contribution shall be allocated in the same proportion that each Non-Highly Compensated Participant’s 414(s) Compensation for

39

the year (or prior year if the prior year testing method is being used) bears to the total 414(s) Compensation of all Non-Highly Compensated Participants for such year.

(2) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.7. Such contribution shall be allocated in the same proportion that each Non-Highly Compensated Participant electing salary reductions pursuant to Section 4.2 in the same proportion that each such Non-Highly Compensated Participant’s Deferred Compensation for the year (or at the end of the prior Plan Year if the prior year testing method is being used) bears to the total Deferred Compensation of all such Non-Highly Compensated Participants for such year.

(3) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.7. Such contribution shall be allocated in equal amounts (per capita).

(4) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants electing salary reductions pursuant to Section 4.2 in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.7. Such contribution shall be allocated for the year (or at the end of the prior Plan Year if the prior year testing method is used) to each Non-Highly Compensated Participant electing salary reductions pursuant to Section 4.2 in equal amounts (per capita).

(5) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.7. Such contribution shall be allocated to the Non-Highly Compensated Participant having the lowest 414(s) Compensation, until one of the tests set forth in Section 4.7 is satisfied (or is anticipated to be satisfied), or until such Non-Highly Compensated Participant has received the maximum “annual addition” pursuant to Section 4.9. This process shall continue until one of the tests set forth in Section 4.7 is satisfied (or is anticipated to be satisfied).

          Notwithstanding the above, at the Employer’s discretion, Non-Highly Compensated Participants who are not employed at the end of the Plan Year (or at the end of the prior Plan Year if the prior year testing method is being used) shall not be eligible to receive a special Qualified Non-Elective Contribution and shall be disregarded.

          Notwithstanding the above, if the testing method changes from the current year testing method to the prior year testing method, then for purposes of

40

preventing the double counting of Qualified Non-Elective Contributions for the first testing year for which the change is effective, any special Qualified Non-Elective Contribution on behalf of Non-Highly Compensated Participants used to satisfy the “Actual Deferral Percentage” or “Actual Contribution Percentage” test under the current year testing method for the prior year testing year shall be disregarded.

     (g) Any Excess Aggregate Contributions (and Income) which are distributed on or after 2 1/2 months after the end of the Plan Year shall be subject to the ten percent (10%) Employer excise tax imposed by Code Section 4979.

4.9 MAXIMUM ANNUAL ADDITIONS

     (a) Notwithstanding the foregoing, the maximum “annual additions” credited to a Participant’s accounts for any “limitation year” shall equal the lesser of: (1) $30,000 adjusted annually as provided in Code Section 415(d) pursuant to the Regulations, or (2) twenty-five percent (25%) of the Participant’s “415 Compensation” for such “limitation year.” If the Employer contribution that would otherwise be contributed or allocated to the Participant’s accounts would cause the “annual additions” for the “limitation year” to exceed the maximum “annual additions,” the amount contributed or allocated will be reduced so that the “annual additions” for the “limitation year” will equal the maximum “annual additions,” and any amount in excess of the maximum “annual additions,” which would have been allocated to such Participant may be allocated to other Participants. For any short “limitation year,” the dollar limitation in (1) above shall be reduced by a fraction, the numerator of which is the number of full months in the short “limitation year” and the denominator of which is twelve (12).

     (b) For purposes of applying the limitations of Code Section 415, “annual additions” means the sum credited to a Participant’s accounts for any “limitation year” of (1) Employer contributions, (2) Employee contributions, (3) forfeitures, (4) amounts allocated, after March 31, 1984, to an individual medical account, as defined in Code Section 415(l)(2) which is part of a pension or annuity plan maintained by the Employer and (5) amounts derived from contributions paid or accrued after December 31, 1985, in taxable years ending after such date, which are attributable to post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code Section 419A(d)(3)) under a welfare benefit plan (as defined in Code Section 419(e)) maintained by the Employer. Except, however, the “415 Compensation” percentage limitation referred to in paragraph (a)(2) above shall not apply to: (1) any contribution for medical benefits (within the meaning of Code Section 419A(f)(2)) after separation from service which is otherwise treated as an “annual addition,” or (2) any amount otherwise treated as an “annual addition” under Code Section 415(l)(1).

     (c) For purposes of applying the limitations of Code Section 415, the transfer of funds from one qualified plan to another is not an “annual addition.” In addition, the following are not Employee contributions for the purposes of Section 4.9(b)(2): (1) rollover contributions (as defined in Code

41

Sections 402(e)(6), 403(a)(4), 403(b)(8) and 408(d)(3)); (2) repayments of loans made to a Participant from the Plan; (3) repayments of distributions received by an Employee pursuant to Code Section 411(a)(7)(B) (cash-outs); (4) repayments of distributions received by an Employee pursuant to Code Section 411(a)(3)(D) (mandatory contributions); and (5) Employee contributions to a simplified employee pension excludable from gross income under Code Section 408(k)(6).

     (d) For purposes of applying the limitations of Code Section 415, the “limitation year” shall be the Plan Year.

     (e) For the purpose of this Section, all qualified defined contribution plans (whether terminated or not) ever maintained by the Employer shall be treated as one defined contribution plan.

     (f) For the purpose of this Section, if the Employer is a member of a controlled group of corporations, trades or businesses under common control (as defined by Code Section 1563(a) or Code Section 414(b) and (c) as modified by Code Section 415(h)), is a member of an affiliated service group (as defined by Code Section 414(m)), or is a member of a group of entities required to be aggregated pursuant to Regulations under Code Section 414(o), all Employees of such Employers shall be considered to be employed by a single Employer.

     (g) If this is a plan described in Code Section 413(c) (other than a plan described in Code Section 413(f)), then all of the benefits or contributions attributable to a Participant from all of the Employers maintaining this Plan shall be taken into account in applying the limits of this Section with respect to such Participant. Furthermore, in applying the limitations of this Section with respect to such a Participant, the total “415 Compensation” received by the Participant from all of the Employers maintaining the Plan shall be taken into account.

     (h)(1) If a Participant participates in more than one defined contribution plan maintained by the Employer which have different Anniversary Dates, the maximum “annual additions” under this Plan shall equal the maximum “annual additions” for the “limitation year” minus any “annual additions” previously credited to such Participant’s accounts during the “limitation year.”

(2) If a Participant participates in both a defined contribution plan subject to Code Section 412 and a defined contribution plan not subject to Code Section 412 maintained by the Employer which have the same Anniversary Date, “annual additions” will be credited to the Participant’s accounts under the defined contribution plan subject to Code Section 412 prior to crediting “annual additions” to the Participant’s accounts under the defined contribution plan not subject to Code Section 412.

(3) If a Participant participates in more than one defined contribution plan not subject to Code Section 412 maintained by the Employer which have the same Anniversary Date, the maximum “annual additions” under this Plan shall equal the product of (A) the maximum “annual additions” for the “limitation year” minus any “annual additions” previously credited

42

under subparagraphs (1) or (2) above, multiplied by (B) a fraction (i) the numerator of which is the “annual additions” which would be credited to such Participant’s accounts under this Plan without regard to the limitations of Code Section 415 and (ii) the denominator of which is such “annual additions” for all plans described in this subparagraph.

     (i) Notwithstanding anything contained in this Section to the contrary, the limitations, adjustments and other requirements prescribed in this Section shall at all times comply with the provisions of Code Section 415 and the Regulations thereunder.

4.10 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

     (a) If, as a result of a reasonable error in estimating a Participant’s Compensation, a reasonable error in determining the amount of elective deferrals (within the meaning of Code Section 402(g)(3)) that may be made with respect to any Participant under the limits of Section 4.9 or other facts and circumstances to which Regulation 1.415-6(b)(6) shall be applicable, the “annual additions” under this Plan would cause the maximum “annual additions” to be exceeded for any Participant, the “excess amount” will be disposed of in one of the following manners, as uniformly determined by the Administrator for all Participants similarly situated.

(1) Any unmatched Deferred Compensation and, thereafter, proportionately from Deferred Compensation which is matched and matching contributions which relate to such Deferred Compensation, will be reduced to the extent they would reduce the “excess amount.” The Deferred Compensation (and any gains attributable to such Deferred Compensation) will be distributed to the Participant and the Employer matching contributions (and any gains attributable to such matching contributions) will be used to reduce the Employer contribution in the next “limitation year”;

(2) If, after the application of subparagraph (1) above, an “excess amount” still exists, and the Participant is covered by the Plan at the end of the “limitation year,” the “excess amount” will be used to reduce the Employer contribution for such Participant in the next “limitation year,” and each succeeding “limitation year” if necessary;

(3) If, after the application of subparagraphs (1) and (2) above, an “excess amount” still exists, and the Participant is not covered by the Plan at the end of the “limitation year,” the “excess amount” will be held unallocated in a “Section 415 suspense account.” The “Section 415 suspense account” will be applied to reduce future Employer contributions for all remaining Participants in the next “limitation year,” and each succeeding “limitation year” if necessary;

(4) If a “Section 415 suspense account” is in existence at any time during the “limitation year” pursuant to this Section, it will not participate

43

in the allocation of investment gains and losses of the Trust Fund. If a “Section 415 suspense account” is in existence at any time during a particular “limitation year,” all amounts in the “Section 415 suspense account” must be allocated and reallocated to Participants’ accounts before any Employer contributions or any Employee contributions may be made to the Plan for that “limitation year.” Except as provided in (1) above, “excess amounts” may not be distributed to Participants or Former Participants.

     (b) For purposes of this Article, “excess amount” for any Participant for a “limitation year” shall mean the excess, if any, of (1) the “annual additions” which would be credited to the Participant’s account under the terms of the Plan without regard to the limitations of Code Section 415 over (2) the maximum “annual additions” determined pursuant to Section 4.9.

     (c) For purposes of this Section, “Section 415 suspense account” shall mean an unallocated account equal to the sum of “excess amounts” for all Participants in the Plan during the “limitation year.”

     4.11 ROLLOVERS AND PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS

     (a) With the consent of the Administrator, amounts may be transferred (within the meaning of Code Section 414(l)) to this Plan from other tax qualified plans under Code Section 401(a) by Participants, provided the trust from which such funds are transferred permits the transfer to be made and the transfer will not jeopardize the tax exempt status of the Plan or Trust or create adverse tax consequences for the Employer. Prior to accepting any transfers to which this Section applies, the Administrator may require an opinion of counsel that the amounts to be transferred meet the requirements of this Section. The amounts transferred shall be set up in a separate account herein referred to as a Participant’s Transfer/Rollover Account. Furthermore, for vesting purposes, the Participant’s portion of the Participant’s Transfer/Rollover Account attributable to any transfer shall be subject to Section 6.4(b).

          Except as permitted by Regulations (including Regulation 1.411(d)-4), amounts attributable to elective contributions (as defined in Regulation 1.401(k)-1(g)(3)), including amounts treated as elective contributions, which are transferred from another qualified plan in a plan-to-plan transfer (other than a direct rollover) shall be subject to the distribution limitations provided for in Regulation 1.401(k)-1(d).

     (b) With the consent of the Administrator, the Plan may accept a “rollover” by Participants, provided the “rollover” will not jeopardize the tax exempt status of the Plan or create adverse tax consequences for the Employer. Prior to accepting any “rollovers” to which this Section applies, the Administrator may require the Employee to establish (by providing opinion of counsel or otherwise) that the amounts to be rolled over to this Plan meet the requirements of this Section. The amounts rolled over shall be set up in a separate account herein

44

referred to as a “Participant’s Transfer/Rollover Account.” Such account shall be fully Vested at all times and shall not be subject to Forfeiture for any reason.

          For purposes of this Section, the term “qualified plan” shall mean any tax qualified plan under Code Section 401(a), or, any other plans from which distributions are eligible to be rolled over into this Plan pursuant to the Code. The term “rollover” means: (i) amounts transferred to this Plan directly from another qualified plan; (ii) distributions received by an Employee from other “qualified plans” which are eligible for tax-free rollover to a “qualified plan” and which are transferred by the Employee to this Plan within sixty (60) days following receipt thereof; (iii) amounts transferred to this Plan from a conduit individual retirement account provided that the conduit individual retirement account has no assets other than assets which (A) were previously distributed to the Employee by another “qualified plan,” (B) were eligible for tax-free rollover to a “qualified plan” and (C) were deposited in such conduit individual retirement account within sixty (60) days of receipt thereof; (iv) amounts distributed to the Employee from a conduit individual retirement account meeting the requirements of clause (iii) above, and transferred by the Employee to this Plan within sixty (60) days of receipt thereof from such conduit individual retirement account; and (v) any other amounts which are eligible to be rolled over to this Plan pursuant to the Code.

     (c) Amounts in a Participant’s Transfer/Rollover Account shall be held by the Trustee pursuant to the provisions of this Plan and may not be withdrawn by, or distributed to the Participant, in whole or in part, except as provided in Section 6.10 and paragraph (d) of this Section. The Trustee shall have no duty or responsibility to inquire as to the propriety of the amount, value or type of assets transferred, nor to conduct any due diligence with respect to such assets; provided, however, that such assets are otherwise eligible to be held by the Trustee under the terms of this Plan.

     (d) At such date when the Participant or the Participant’s Beneficiary shall be entitled to receive benefits, the Participant’s Transfer/Rollover Account shall be used to provide additional benefits to the Participant or the Participant’s Beneficiary. Any distributions of amounts held in a Participant’s Transfer/Rollover Account shall be made in a manner which is consistent with and satisfies the provisions of Section 6.5, including, but not limited to, all notice and consent requirements of Code Sections 417 and 411(a)(11) and the Regulations thereunder. Furthermore, such amounts shall be considered as part of a Participant’s benefit in determining whether an involuntary cash-out of benefits may be made without Participant consent.

     (e) The Administrator may direct that Employee transfers and rollovers made after a Valuation Date be segregated into a separate account for each Participant until such time as the allocations pursuant to this Plan have been made, at which time they may remain segregated or be invested as part of the general Trust Fund or be directed by the Participant pursuant to Section 4.12.

     (f) Notwithstanding anything herein to the contrary, a transfer directly to this Plan from another qualified plan (or a transaction having the effect of such

45

a transfer) shall only be permitted if it will not result in the elimination or reduction of any “Section 411(d)(6) protected benefit” as described in Section 7.1.

     (g) Notwithstanding anything contained in this Section 4.11 of this Plan to the contrary, in no event shall the Administrator be required to accept any asset rolled over from another qualified plan other than cash. The Administrator, on a case by case basis, may, in its sole discretion, accept a rollover of non-cash assets.

4.12 DIRECTED INVESTMENT ACCOUNT

     (a) Participants may, subject to a procedure established by the Administrator (the Participant Direction Procedures) and applied in a uniform nondiscriminatory manner, direct the Trustee, in writing (or in such other form which is acceptable to the Trustee), to invest all of their accounts in specific assets, specific funds or other investments permitted under the Plan and the Participant Direction Procedures. That portion of the interest of any Participant so directing will thereupon be considered a Participant’s Directed Account.

     (b) As of each Valuation Date, all Participant Directed Accounts shall be charged or credited with the net earnings, gains, losses and expenses as well as any appreciation or depreciation in the market value using publicly listed fair market values when available or appropriate as follows:

(1) to the extent that the assets in a Participant’s Directed Account are accounted for as pooled assets or investments, the allocation of earnings, gains and losses of each Participant’s Directed Account shall be based upon the total amount of funds so invested in a manner proportionate to the Participant’s share of such pooled investment; and

(2) to the extent that the assets in the Participant’s Directed Account are accounted for as segregated assets, the allocation of earnings, gains and losses from such assets shall be made on a separate and distinct basis.

     (c) Investment directions will be processed as soon as administratively practicable after proper investment directions are received from the Participant. No guarantee is made by the Plan, Employer, Administrator or Trustee that investment directions will be processed on a daily basis, and no guarantee is made in any respect regarding the processing time of an investment direction. Notwithstanding any other provision of the Plan, the Employer, Administrator or Trustee reserves the right to not value an investment option on any given Valuation Date for any reason deemed appropriate by the Employer, Administrator or Trustee. Furthermore, the processing of any investment transaction may be delayed for any legitimate business reason (including, but not limited to, failure of systems or computer programs, failure of the means of the transmission of data, force majeure, the failure of a service provider to timely receive values or prices, and correction for errors or omissions or the errors or omissions of any service provider). The processing date of a transaction will be

46

binding for all purposes of the Plan and considered the applicable Valuation Date for an investment transaction.

     (d) The Participant Direction Procedures shall provide an explanation of the circumstances under which Participants and their Beneficiaries may give investment instructions, including, but need not be limited to, the following:

(1) the conveyance of instructions by the Participants and their Beneficiaries to invest Participant Directed Accounts in Directed Investment Options;

(2) the name, address and phone number of the Fiduciary (and, if applicable, the person or persons designated by the Fiduciary to act on its behalf) responsible for providing information to the Participant or a Beneficiary upon request relating to the Directed Investment Options;

(3) applicable restrictions on transfers to and from any Designated Investment Alternative;

(4) any restrictions on the exercise of voting, tender and similar rights related to a Directed Investment Option by the Participants or their Beneficiaries;

(5) a description of any transaction fees and expenses which affect the balances in Participant Directed Accounts in connection with the purchase or sale of Directed Investment Options; and

(6) general procedures for the dissemination of investment and other information relating to the Designated Investment Alternatives as deemed necessary or appropriate, including but not limited to a description of the following:

(i) the investment vehicles available under the Plan, including specific information regarding any Designated Investment Alternative;

(ii) any designated Investment Managers; and

(iii) a description of the additional information which may be obtained upon request from the Fiduciary designated to provide such information.

     (e) Any information regarding investments available under the Plan, to the extent not required to be described in the Participant Direction Procedures, may be provided to the Participant in one or more written documents (or in any other form including, but not limited to, electronic media) which are separate from the Participant Direction Procedures and are not thereby incorporated by reference into this Plan.

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     (f) The Administrator may, in its discretion, include in or exclude by amendment or other action from the Participant Direction Procedures such instructions, guidelines or policies as it deems necessary or appropriate to ensure proper administration of the Plan, and may interpret the same accordingly.

4.13 QUALIFIED MILITARY SERVICE

          Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service will be provided in accordance with Code Section 414(u).

ARTICLE V
VALUATIONS

5.1 VALUATION OF THE TRUST FUND

          The Administrator shall direct the Trustee, as of each Valuation Date, to determine the net worth of the assets comprising the Trust Fund as it exists on the Valuation Date. In determining such net worth, the Trustee shall value the assets comprising the Trust Fund at their fair market value (or their contractual value in the case of a Contract or Policy) as of the Valuation Date and shall deduct all expenses for which the Trustee has not yet obtained reimbursement from the Employer or the Trust Fund. The Trustee may update the value of any shares held in the Participant Directed Account by reference to the number of shares held by that Participant, priced at the market value as of the Valuation Date.

5.2 METHOD OF VALUATION

          In determining the fair market value of securities held in the Trust Fund which are listed on a registered stock exchange, the Administrator shall direct the Trustee to value the same at the prices they were last traded on such exchange preceding the close of business on the Valuation Date. If such securities were not traded on the Valuation Date, or if the exchange on which they are traded was not open for business on the Valuation Date, then the securities shall be valued at the prices at which they were last traded prior to the Valuation Date. Any unlisted security held in the Trust Fund shall be valued at its bid price next preceding the close of business on the Valuation Date, which bid price shall be obtained from a registered broker or an investment banker. In determining the fair market value of assets other than securities for which trading or bid prices can be obtained, the Trustee may appraise such assets itself, or in its discretion, employ one or more appraisers for that purpose and rely on the values established by such appraiser or appraisers.

ARTICLE VI
DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1 DETERMINATION OF BENEFITS UPON RETIREMENT

          Every Participant may terminate employment with the Employer and retire for the purposes hereof on the Participant’s Normal Retirement Date or Early Retirement Date. However, a Participant may postpone the termination of employment with the Employer to a later date, in which event the participation of such Participant in the Plan, including the right to receive allocations pursuant to Section 4.4, shall continue until such Participant’s Late

48

Retirement Date. Upon a Participant’s Retirement Date or attainment of Normal Retirement Date without termination of employment with the Employer, or as soon thereafter as is practicable, the Trustee shall distribute, at the election of the Participant, all amounts credited to such Participant’s Combined Account in accordance with Section 6.5.

6.2 DETERMINATION OF BENEFITS UPON DEATH

     (a) Upon the death of a Participant before the Participant’s Retirement Date or other termination of employment, all amounts credited to such Participant’s Combined Account shall become fully Vested. The Administrator shall direct the Trustee, in accordance with the provisions of Sections 6.6 and 6.7, to distribute the value of the deceased Participant’s accounts to the Participant’s Beneficiary.

     (b) Upon the death of a Former Participant, the Administrator shall direct the Trustee, in accordance with the provisions of Sections 6.6 and 6.7, to distribute any remaining Vested amounts credited to the accounts of a deceased Former Participant to such Former Participant’s Beneficiary.

     (c) The Administrator may require such proper proof of death and such evidence of the right of any person to receive payment of the value of the account of a deceased Participant or Former Participant as the Administrator may deem desirable. The Administrator’s determination of death and of the right of any person to receive payment shall be conclusive.

     (d) Unless otherwise elected in the manner prescribed in Section 6.6, the Participant’s surviving spouse shall receive a death benefit equal to the Pre-Retirement Survivor Annuity. The Participant may designate a Beneficiary other than the spouse to receive that portion of the Participant’s death benefit which is not payable as a Pre-Retirement Survivor Annuity. The Participant may also designate a Beneficiary other than the Participant’s spouse to receive the Pre-Retirement Survivor Annuity but only if:

(1) the Participant and the Participant’s spouse have validly waived the Pre-Retirement Survivor Annuity in the manner prescribed in Section 6.6, and the spouse has waived the right to be the Participant’s Beneficiary, or

(2) the Participant is legally separated or has been abandoned (within the meaning of local law) and the Participant has a court order to such effect (and there is no “qualified domestic relations order” as defined in Code Section 414(p) which provides otherwise), or

(3) the Participant has no spouse, or

(4) the spouse cannot be located.

          In such event, the designation of a Beneficiary shall be made on a form satisfactory to the Administrator. A Participant may at any time revoke a designation of a Beneficiary or change a Beneficiary by filing written (or in such

49

other form as permitted by the Internal Revenue Service) notice of such revocation or change with the Administrator. However, the Participant’s spouse must again consent in writing (or in such other form as permitted by the Internal Revenue Service) to any change in Beneficiary of that portion of the death benefit that would otherwise be paid as a Pre-Retirement Survivor Annuity unless the original consent acknowledged that the spouse had the right to limit consent only to a specific Beneficiary and that the spouse voluntarily elected to relinquish such right. A Participant may, at any time, designate a Beneficiary to receive death benefits that are in excess of the Pre-Retirement Survivor Annuity without the waiver or consent of the Participant’s spouse.

     (e) In the event no valid designation of Beneficiary exists, or if the Beneficiary is not alive at the time of the Participant’s death, the death benefit will be paid in the following order of priority to:

     (1) the Participant’s surviving spouse;

     (2) the Participant’s children, including adopted children, per stirpes;

     (3) the Participant’s surviving parents, in equal shares; or

     (4) the Participant’s estate.

          If the Beneficiary does not predecease the Participant, but dies prior to distribution of the death benefit, the death benefit will be paid to the Beneficiary’s estate.

     (f) Notwithstanding anything in this Section to the contrary, if a Participant has designated the spouse as a Beneficiary, then a divorce decree or a legal separation that relates to such spouse shall revoke the Participant’s designation of the spouse as a Beneficiary unless the decree or a qualified domestic relations order (within the meaning of Code Section 414(p)) provides otherwise.

6.3 DISABILITY RETIREMENT BENEFITS

          No disability benefits, other than those payable upon termination of employment, are provided in this Plan.

6.4 DETERMINATION OF BENEFITS UPON TERMINATION

     (a) If a Participant’s employment with the Employer is terminated for any reason other than death or retirement, then such Participant shall be entitled to such benefits as are provided hereinafter pursuant to this Section 6.4.

          Distribution of the funds due to a Terminated Participant shall be made on the occurrence of an event which would result in the distribution had the Terminated Participant remained in the employ of the Employer (upon the Participant’s death, Early or Normal Retirement). However, at the election of the

50

Participant, the Administrator shall direct the Trustee that the entire Vested portion of the Terminated Participant’s Combined Account be payable to such Terminated Participant. Any distribution under this paragraph shall be made in a manner which is consistent with and satisfies the provisions of Section 6.5, including, but not limited to, all notice and consent requirements of Code Sections 417 and 411(a)(11) and the Regulations thereunder.

          Notwithstanding the above, a Terminated Participant may request a distribution of his entire Participant’s Elective Account prior to the date he would incur a 1-Year Break in Service. The request must be submitted in writing to the Administrator within thirty days prior to a “valuation date” and the spouse of such a Terminated Participant must consent to the distribution, regardless of the value of such Participant’s Elective Account. The consent of a Terminated Participant’s spouse shall be irrevocable and must acknowledge the effect of such election and be witnessed by a notary public. Upon receipt of the written request with spousal consent, the Plan Administrator shall, after crediting any income or loss to the Participant’s Elective Account as of such “valuation date,” liquidate the shares in each investment in the Participant’s Elective Account as soon as administratively feasible. The proceeds of such liquidation shall then be distributed to the Terminated Participant not later than 60 days after the “valuation date.” Notwithstanding the foregoing, it may take up to six months from the time that a request for distribution of a Participant’s Elective Account is received in order to effect a distribution. If the Terminated Participant does not obtain spousal consent for the distribution, the Terminated Participant’s Elective Account together with the vested portion of the Participant’s combined Account shall be distributed to him after he incurs a 1-Year Beak in Service according to the provisions of Section 6.5, including, but not limited to, all notice and consent requirements of Code Section 417 and 411(a)(11) and the Regulations thereunder.

          If the value of a Terminated Participant’s Vested benefit derived from Employer and Employee contributions does not exceed $5,000 ($3,500 for Plan Years beginning prior to August 6, 1997), then the Administrator shall direct the Trustee to cause the entire Vested benefit to be paid to such Participant in a single lump sum.

          In the event of a mandatory distribution not exceeding $5,000 that is made in accordance with the provisions of the Plan providing for an automatic distribution to a Participant without the Participant’s consent, if the Participant does not elect to have such distribution paid directly to an “eligible retirement plan” specified by the Participant in a direct rollover (in accordance with the direct rollover provisions of the Plan) or to receive the distribution directly, then the Administrator shall pay the distribution in a direct rollover to an individual retirement plan designated by the Administrator.

          For purposes of this Section 6.4, if the value of a Terminated Participant’s Vested benefit is zero, the Terminated Participant shall be deemed to have received a distribution of such Vested benefit.

     (b) The Vested portion of any Participant’s Account attributable to

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Employer Non-Elective contributions made pursuant to Section 4.1(b) of this Plan shall be a percentage of the total amount credited to the Participant’s Account determined on the basis of the Participant’s number of Years of Service with the Employer according to the following schedule:

Vesting Schedule

Years of Service	Percentage
Less than 2		0	%
2		20	%
3		40	%
4		60	%
5		100	%

     (c)(1) Discretionary Employer Non-Elective Contributions Pursuant to Plan Section 4.1(d) Made Prior to January 1, 2007. The Vested portion of any Participant’s Account attributable to discretionary Employer Non-Elective contributions made pursuant to Section 4.1(d) of this Plan prior to January 1, 2007 shall be a percentage of the total amount credited to the Participant’s Account determined on the basis of the Participant’s number of Years of Service with the Employer according to the following schedule:

Vesting Schedule

Years of Service	Percentage
Less than 5 5	0% 100%

     Notwithstanding the vesting attributable to discretionary Employer Non-Elective contributions made pursuant to Section 4.1(d) of this Plan prior to January 1, 2007 provided for in paragraph 6.4(c)(1) above, for any top Heavy Plan Year, the Vested portion of the Participant’s Account attributable to Employer discretionary contributions of any Participant who has an Hour of Service after the Plan becomes top heavy shall be a percentage of the amount credited to the Participant’s Account attributable to Employer discretionary contributions determined on the basis of the Participant’s number of Years of Service with the Employer according to the following schedule:

Vesting Schedule

Years of Service	Percentage
Less than 2	0%
2	20%
3	40%
4	60%
5	100%

     (c)(2) Discretionary Employer Non-Elective Contributions Pursuant to

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Plan Section 4.1(d) Made After December 31, 2006. The Vested portion of any Participant’s Account attributable to discretionary Employer Non-Elective contributions made pursuant to Section 4.1(d) of this Plan after December 31, 2006 shall be a percentage of the total amount credited to the Participant’s Account determined on the basis of the Participant’s number of Years of Service with the Employer according to the following schedule:

Vesting Schedule

Years of Service	Percentage
Less than 2	0%
2	20%
3	40%
4	60%
5	100%

     (c) Notwithstanding the vesting schedule above, the Vested percentage of a Participant’s Account shall not be less than the Vested percentage attained as of the later of the effective date or adoption date of this amendment and restatement.

     (d) Notwithstanding the vesting schedule above, upon the complete discontinuance of the Employer contributions to the Plan or upon any full or partial termination of the Plan, all amounts then credited to the account of any affected Participant shall become 100% Vested and shall not thereafter be subject to Forfeiture.

     (e) The computation of a Participant’s nonforfeitable percentage of such Participant’s interest in the Plan shall not be reduced as the result of any direct or indirect amendment to this Plan. In the event that the Plan is amended to change or modify any vesting schedule, or if the Plan is amended in any way that directly or indirectly affects the computation of the Participant’s nonforfeitable percentage, or if the Plan is deemed amended by an automatic change to a top heavy vesting schedule, then each Participant with at least three (3) Years of Service as of the expiration date of the election period may elect to have such Participant’s nonforfeitable percentage computed under the Plan without regard to such amendment or change. If a Participant fails to make such election, then such Participant shall be subject to the new vesting schedule. The Participant’s election period shall commence on the adoption date of the amendment and shall end sixty (60) days after the latest of:

(1) the adoption date of the amendment,

(2) the effective date of the amendment, or

(3) the date the Participant receives written notice of the amendment from the Employer or Administrator.

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6.5 DISTRIBUTION OF BENEFITS

     (a)(1) Unless otherwise elected as provided below, a Participant who is married on the Annuity Starting Date and who does not die before the Annuity Starting Date shall receive the value of all such Participant’s benefits in the form of a joint and survivor annuity. The joint and survivor annuity is an annuity that commences immediately and shall be equal in value to a single life annuity. Such joint and survivor benefits following the Participant’s death shall continue to the spouse during the spouse’s lifetime at a rate equal to fifty percent (50%) of the rate at which such benefits were payable to the Participant. This joint and fifty percent (50%) survivor annuity shall be considered the designated qualified joint and survivor annuity and automatic form of payment for the purposes of this Plan. However, the Participant may, without spousal consent, elect to receive a smaller annuity benefit with continuation of payments to the spouse at a rate of seventy-five percent (75%) or one-hundred percent (100%) of the rate payable to a Participant during the Participant’s lifetime, which alternative joint and survivor annuity shall be equal in value to the automatic joint and fifty percent (50%) survivor annuity. An unmarried Participant shall receive the value of such Participant’s benefit in the form of a life annuity. Such unmarried Participant, however, may elect in writing to waive the life annuity. The election must comply with the provisions of this Section as if it were an election to waive the joint and survivor annuity by a married Participant, but without the spousal consent requirement. The Participant may elect to have any annuity provided for in this Section distributed upon the attainment of the “earliest retirement age” under the Plan. The “earliest retirement age” is the earliest date on which, under the Plan, the Participant could elect to receive retirement benefits.

(2) Any election to waive the joint and survivor annuity must be made by the Participant in writing (or in such other form as permitted by the Internal Revenue Service) during the election period and be consented to in writing (or in such other form as permitted by the Internal Revenue Service) by the Participant’s spouse. If the spouse is legally incompetent to give consent, the spouse’s legal guardian, even if such guardian is the Participant, may give consent. Such election shall designate a Beneficiary (or a form of benefits) that may not be changed without spousal consent (unless the consent of the spouse expressly permits designations by the Participant without the requirement of further consent by the spouse). Such spouse’s consent shall be irrevocable and must acknowledge the effect of such election and be witnessed by a Plan representative or a notary public. Such consent shall not be required if it is established to the satisfaction of the Administrator that the required consent cannot be obtained because there is no spouse, the spouse cannot be located, or other circumstances that may be prescribed by Regulations. The election made by the Participant and consented to by such Participant’s spouse may be revoked by the Participant in writing (or in such other form as permitted by the Internal Revenue Service) without the consent of the spouse at any time during the election period. A revocation of a prior election shall cause the Participant’s benefits to be distributed as a joint and survivor annuity. The number of revocations shall not be limited. Any new election must comply with the requirements of

54

this paragraph. A former spouse’s waiver shall not be binding on a new spouse.

(3) The election period to waive the joint and survivor annuity shall be the ninety (90) day period ending on the Annuity Starting Date.

(4) For purposes of this Section, spouse or surviving spouse means the spouse or surviving spouse of the Participant, provided that a former spouse will be treated as the spouse or surviving spouse and a current spouse will not be treated as the spouse or surviving spouse to the extent provided under a qualified domestic relations order as described in Code Section 414(p).

(5) With regard to the election, the Administrator shall provide to the Participant no less than thirty (30) days and no more than ninety (90) days before the Annuity Starting Date a written (or in such other form as permitted by the Internal Revenue Service) explanation of:

(i) the terms and conditions of the joint and survivor annuity,

(ii) the Participant’s right to make, and the effect of, an election to waive the joint and survivor annuity,

(iii) the right of the Participant’s spouse to consent to any election to waive the joint and survivor annuity, and

(iv) the right of the Participant to revoke such election, and the effect of such revocation.

(6) Notwithstanding the above, if the Participant elects (with spousal consent, if applicable) to waive the requirement that the explanation be provided at least thirty (30) days before the Annuity Starting Date, the election period shall be extended to the thirtieth (30th) day after the date on which such explanation is provided to the Participant, unless the thirty (30) day period is waived pursuant to the following provisions.

     Any distribution provided for in this Section 6.5 may commence less than thirty (30) days after the notice required by Code Section 417(a)(3) is given provided the following requirements are satisfied:

(i) the Administrator clearly informs the Participant that the Participant has a right to a period of thirty (30) days after receiving the notice to consider whether to waive the joint and survivor annuity and to elect (with spousal consent) to a form of distribution other than a joint and survivor annuity;

(ii) the Participant is permitted to revoke an affirmative distribution election at least until the Annuity Starting Date, or, if later, at any time prior to the expiration of the seven (7) day period

55

that begins the day after the explanation of the joint and survivor annuity is provided to the Participant;

(iii) the Annuity Starting Date is after the date that the explanation of the joint and survivor annuity is provided to the Participant. However, the Annuity Starting Date may be before the date that any affirmative distribution election is made by the Participant and before the date that the distribution is permitted to commence under (iv) below; and

(iv) distribution in accordance with the affirmative election does not commence before the expiration of the seven (7) day period that begins the day after the explanation of the joint and survivor annuity is provided to the Participant.

     (b) In the event a married Participant duly elects pursuant to paragraph (a)(2) above not to receive benefits in the form of a joint and survivor annuity, or if such Participant is not married, in the form of a life annuity, the Administrator, pursuant to the election of the Participant, shall direct the Trustee to distribute to a Participant or Beneficiary any amount to which the Participant or Beneficiary is entitled under the Plan in one or more of the following methods:

(1) One lump-sum payment in cash.

(2) Payments over a period certain in monthly, quarterly, semiannual, or annual cash installments. In order to provide such installment payments, the Administrator may (A) segregate the aggregate amount thereof in a separate, federally insured savings account, certificate of deposit in a bank or savings and loan association, money market certificate or other liquid short-term security or (B) purchase a nontransferable annuity contract for a term certain (with no life contingencies) providing for such payment. The period over which such payment is to be made shall not extend beyond the Participant’s life expectancy (or the life expectancy of the Participant and the Participant’s designated Beneficiary).

(3) Purchase of or providing an annuity. However, such annuity may not be in any form that will provide for payments over a period extending beyond either the life of the Participant (or the lives of the Participant and the Participant’s designated Beneficiary) or the life expectancy of the Participant (or the life expectancy of the Participant and the Participant’s designated Beneficiary).

     (c) The present value of a Participant’s joint and survivor annuity derived from Employer and Employee contributions may not be paid without the Participant’s and the Participant’s spouse’s written (or in such form as permitted by the Internal Revenue Service) consent if the value exceeds $5,000 ($3,500 for Plan Years beginning prior to August 6, 1997) and the benefit is “immediately distributable.” However, spousal consent is not required if the distribution will be made in the form of a joint and survivor annuity and the benefit is “immediately

56

distributable.” A benefit is “immediately distributable” if any part of the benefit could be distributed to the Participant (or surviving spouse) before the Participant attains (or would have attained if not deceased) the later of the Participant’s Normal Retirement Age or age 62. Any consent required by this Section 6.5(c) must be obtained not more than ninety (90) days before commencement of the distribution and shall be made in a manner consistent with Section 6.5(a)(2).

          If the value of the Participant’s benefit derived from Employer and Employee contributions does not exceed $5,000 ($3,500 for Plan Years beginning prior to August 6, 1997), then the Administrator shall direct the Trustee to immediately distribute such benefit in a lump sum without the Participant’s and the Participant’s spouse’s written consent. No distribution may be made under the preceding sentence after the Annuity Starting Date unless the Participant and the Participant’s spouse consent in writing (or in such form as permitted by the Internal Revenue Service) to such distribution.

     (d) The following rules will apply to the consent requirements set forth in subsection (c):

(1) No consent shall be valid unless the Participant has received a general description of the material features and an explanation of the relative values of the optional forms of benefit available under the Plan that would satisfy the notice requirements of Code Section 417.

(2) The Participant must be informed of the right to defer receipt of the distribution. If a Participant fails to consent, it shall be deemed an election to defer the commencement of payment of any benefit. However, any election to defer the receipt of benefits shall not apply with respect to distributions which are required under Section 6.5(e).

(3) Notice of the rights specified under this paragraph shall be provided no less than thirty (30) days and no more than ninety (90) days before the Annuity Starting Date.

Notwithstanding the above, the Annuity Starting Date may be a date prior to the date the explanation is provided to the Participant if the distribution does not commence until at least thirty (30) days after such explanation is provided, subject to the waiver of the thirty (30) day period as provided for in Section 6.5(a)(6).

(4) Written (or such other form as permitted by the Internal Revenue Service) consent of the Participant to the distribution must not be made before the Participant receives the notice and must not be made more than ninety (90) days before the Annuity Starting Date.

(5) No consent shall be valid if a significant detriment is imposed under the Plan on any Participant who does not consent to the distribution.

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          Any such distribution may commence less than thirty (30) days, subject to Section 6.5(a)(6), after the notice required under Regulation 1.411(a)-11(c) is given, provided that: (1) the Administrator clearly informs the Participant that the Participant has a right to a period of at least thirty (30) days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and (2) the Participant, after receiving the notice, affirmatively elects a distribution.

     (e) Notwithstanding any provision in the Plan to the contrary, the distribution of a Participant’s benefits, whether under the Plan or through the purchase of an annuity contract, shall be made in accordance with the following requirements and shall otherwise comply with Code Section 401(a)(9) and the Regulations thereunder (including Regulation 1.401(a)(9)-2), the provisions of which are incorporated herein by reference:

(1) A Participant’s benefits shall be distributed or must begin to be distributed not later than April 1st of the calendar year following the later of (i) the calendar year in which the Participant attains age 70 1/2 or (ii) the calendar year in which the Participant retires, provided, however, that this clause (ii) shall not apply in the case of a Participant who is a “five (5) percent owner” at any time during the Plan Year ending with or within the calendar year in which such owner attains age 70 1/2. Such distributions shall be equal to or greater than any required distribution.

Alternatively, distributions to a Participant must begin no later than the applicable April 1st as determined under the preceding paragraph and must be made over the life of the Participant (or the lives of the Participant and the Participant’s designated Beneficiary) or the life expectancy of the Participant (or the life expectancies of the Participant and the Participant’s designated Beneficiary) in accordance with Regulations.

(2) Distributions to a Participant and the Participant’s Beneficiaries shall only be made in accordance with the incidental death benefit requirements of Code Section 401(a)(9)(G) and the Regulations thereunder.

          With respect to distributions under the Plan made for calendar years beginning on or after January 1, 2002, the Plan will apply the minimum distribution requirements of Code Section 401(a)(9) in accordance with the Regulations under Code Section 401(a)(9) that were proposed on January 17, 2001, notwithstanding any provision of the Plan to the contrary. This amendment shall continue in effect until the end of the last calendar year beginning before the effective date of final Regulations under Code Section 401(a)(9) or such other date specified in guidance published by the Internal Revenue Service.

     (f) For purposes of this Section, the life expectancy of a Participant and a Participant’s spouse (other than in the case of a life annuity) may, at the election of the Participant or the Participant’s spouse, be redetermined in accordance with Regulations. The election, once made, shall be irrevocable. If no election is made by the time distributions must commence, then the life expectancy of the Participant

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and the Participant’s spouse shall not be subject to recalculation. Life expectancy and joint and last survivor expectancy shall be computed using the return multiples in Tables V and VI of Regulation 1.72-9.

     (g) All annuity Contracts under this Plan shall be non-transferable when distributed. Furthermore, the terms of any annuity Contract purchased and distributed to a Participant or spouse shall comply with all of the requirements of the Plan.

     (h) If a distribution is made to a Participant who has not severed employment and who is not fully Vested in the Participant’s Account and the Participant may increase the Vested percentage in such account, then, at any relevant time the Participant’s Vested portion of the account will be equal to an amount (“X”) determined by the formula:

X equals P(AB plus D) - D

          For purposes of applying the formula: P is the Vested percentage at the relevant time, AB is the account balance at the relevant time, and D is the amount of distribution.

6.6 DISTRIBUTION OF BENEFITS UPON DEATH

     (a) Unless otherwise elected as provided below, a Vested Participant who dies before the Annuity Starting Date and who has a surviving spouse shall have the Pre-Retirement Survivor Annuity paid to the surviving spouse. The Participant’s spouse may direct that payment of the Pre-Retirement Survivor Annuity commence within a reasonable period after the Participant’s death. If the spouse does not so direct, payment of such benefit will commence at the time the Participant would have attained the later of Normal Retirement Age or age 62. However, the spouse may elect a later commencement date. Any distribution to the Participant’s spouse shall be subject to the rules specified in Section 6.6(g).

     (b) Any election to waive the Pre-Retirement Survivor Annuity before the Participant’s death must be made by the Participant in writing (or in such other form as permitted by the Internal Revenue Service) during the election period and shall require the spouse’s irrevocable consent in the same manner provided for in Section 6.5(a)(2). Further, the spouse’s consent must acknowledge the specific nonspouse Beneficiary. Notwithstanding the foregoing, the nonspouse Beneficiary need not be acknowledged, provided the consent of the spouse acknowledges that the spouse has the right to limit consent only to a specific Beneficiary and that the spouse voluntarily elects to relinquish such right.

     (c) The election period to waive the Pre-Retirement Survivor Annuity shall begin on the first day of the Plan Year in which the Participant attains age thirty-five (35) and end on the date of the Participant’s death. An earlier waiver (with spousal consent) may be made provided a written (or in such other form as permitted by the Internal Revenue Service) explanation of the Pre-Retirement Survivor Annuity is given to the Participant and such waiver becomes invalid at the beginning

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of the Plan Year in which the Participant turns age thirty-five (35). In the event a Vested Participant separates from service prior to the beginning of the election period, the election period shall begin on the date of such separation from service.

     (d) With regard to the election, the Administrator shall provide each Participant within the applicable period, with respect to such Participant (and consistent with Regulations), a written (or in such other form as permitted by the Internal Revenue Service) explanation of the Pre-Retirement Survivor Annuity containing comparable information to that required pursuant to Section 6.5(a)(5). For the purposes of this paragraph, the term “applicable period” means, with respect to a Participant, whichever of the following periods ends last:

(1) The period beginning with the first day of the Plan Year in which the Participant attains age thirty-two (32) and ending with the close of the Plan Year preceding the Plan Year in which the Participant attains age thirty-five (35);

(2) A reasonable period after the individual becomes a Participant;

(3) A reasonable period ending after the Plan no longer fully subsidizes the cost of the Pre-Retirement Survivor Annuity with respect to the Participant;

(4) A reasonable period ending after Code Section 401(a)(11) applies to the Participant; or

(5) A reasonable period after separation from service in the case of a Participant who separates before attaining age thirty-five (35). For this purpose, the Administrator must provide the explanation beginning one (1) year before the separation from service and ending one (1) year after such separation. If such a Participant thereafter returns to employment with the Employer, the applicable period for such Participant shall be redetermined.

          For purposes of applying this Section 6.6(d), a reasonable period ending after the enumerated events described in paragraphs (2), (3) and (4) is the end of the two (2) year period beginning one (1) year prior to the date the applicable event occurs, and ending one (1) year after that date.

     (e) If the present value of the Pre-Retirement Survivor Annuity derived from Employer and Employee contributions does not exceed $5,000 ($3,500 for Plan Years beginning prior to August 6, 1997), then the Administrator shall direct the immediate distribution of the present value of the Pre-Retirement Survivor Annuity to the Participant’s spouse. No distribution may be made under the preceding sentence after the Annuity Starting Date unless the spouse consents in writing (or in such other form as permitted by the Internal Revenue Service) to such distribution. If the value exceeds $5,000 ($3,500 for Plan Years beginning prior to August 6, 1997), then an immediate distribution of the entire amount of the Pre-Retirement Survivor Annuity may be made to the surviving spouse, provided such surviving spouse consents in writing (or in such other form as

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permitted by the Internal Revenue Service) to such distribution. Any consent required under this paragraph must be obtained not more than ninety (90) days before commencement of the distribution and shall be made in a manner consistent with Section 6.5(a)(2).

     (f)(1) To the extent the death benefit is not paid in the form of a Pre-Retirement Survivor Annuity, it shall be paid to the Participant’s Beneficiary by either of the following methods, as elected by the Participant (or if no election has been made prior to the Participant’s death, by the Participant’s Beneficiary), subject to the rules specified in Section 6.6(g):

(i) One lump-sum payment in cash.

(ii) Payment in monthly, quarterly, semi-annual, or annual cash installments over a period to be determined by the Participant or the Participant’s Beneficiary. After periodic installments commence, the Beneficiary shall have the right to direct the Trustee to reduce the period over which such periodic installments shall be made, and the Trustee shall adjust the cash amount of such periodic installments accordingly.

(2) In the event the death benefit payable pursuant to Section 6.2 is payable in installments, then, upon the death of the Participant, the Administrator may direct the Trustee to segregate the death benefit into a separate account, and the Trustee shall invest such segregated account separately, and the funds accumulated in such account shall be used for the payment of the installments.

          If death benefits in excess of the Pre-Retirement Survivor Annuity are to be paid to the surviving spouse, such benefits may be paid pursuant to (1) and (2) above, or used to purchase an annuity so as to increase the payments made pursuant to the Pre-Retirement Survivor Annuity.

     (g) Notwithstanding any provision in the Plan to the contrary, distributions upon the death of a Participant shall be made in accordance with the following requirements and shall otherwise comply with Code Section 401(a)(9) and the Regulations thereunder. If the death benefit is paid in the form of a Pre-Retirement Survivor Annuity, then distributions to the Participant’s surviving spouse must commence on or before the later of: (1) December 31st of the calendar year immediately following the calendar year in which the Participant died; or (2) December 31st of the calendar year in which the Participant would have attained age 70 1/2. If it is determined, pursuant to Regulations, that the distribution of a Participant’s interest has begun and the Participant dies before the entire interest has been distributed, the remaining portion of such interest shall be distributed at least as rapidly as under the method of distribution selected pursuant to Section 6.5 as of the date of death. If a Participant dies before receiving any distributions of the interest in the Plan or before distributions are deemed to have begun pursuant to Regulations (and distributions are not to be made in the form of a Pre-Retirement Survivor Annuity), then the death benefit shall be distributed to

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the Participant’s Beneficiaries by December 31st of the calendar year in which the fifth anniversary of the Participant’s date of death occurs.

          However, the 5-year distribution requirement of the preceding paragraph shall not apply to any portion of the deceased Participant’s interest which is payable to or for the benefit of a designated Beneficiary. In such event, such portion may, at the election of the Participant (or the Participant’s designated Beneficiary) be distributed over the life of such designated Beneficiary (or over a period not extending beyond the life expectancy of such designated Beneficiary) provided such distribution begins not later than December 31st of the calendar year immediately following the calendar year in which the Participant died. However, in the event the Participant’s spouse (determined as of the date of the Participant’s death) is the designated Beneficiary, the requirement that distributions commence within one year of a Participant’s death shall not apply. In lieu thereof, distributions must commence on or before the later of: (1) December 31st of the calendar year immediately following the calendar year in which the Participant died; or (2) December 31st of the calendar year in which the Participant would have attained age 70 1/2. If the surviving spouse dies before distributions to such spouse begin, then the 5-year distribution requirement of this Section shall apply as if the spouse was the Participant.

     (h) For purposes of Section 6.6(g), the election by a designated Beneficiary to be excepted from the 5-year distribution requirement must be made no later than December 31st of the calendar year following the calendar year of the Participant’s death. Except, however, with respect to a designated Beneficiary who is the Participant’s surviving spouse, the election must be made by the earlier of: (1) December 31st of the calendar year immediately following the calendar year in which the Participant died or, if later, December 31st of the calendar year in which the Participant would have attained age 70 1/2; or (2) December 31st of the calendar year which contains the fifth anniversary of the date of the Participant’s death. An election by a designated Beneficiary must be in writing (or in such other form as permitted by the Internal Revenue Service) and shall be irrevocable as of the last day of the election period stated herein. In the absence of an election by the Participant or a designated Beneficiary, the 5-year distribution requirement shall apply.

     (i) For purposes of this Section, the life expectancy of a Participant and a Participant’s spouse (other than in the case of a life annuity) may, at the election of the Participant or the Participant’s spouse, be redetermined in accordance with Regulations. The election, once made, shall be irrevocable. If no election is made by the time distributions must commence, then the life expectancy of the Participant and the Participant’s spouse shall not be subject to recalculation. Life expectancy and joint and last survivor expectancy shall be computed using the return multiples in Tables V and VI of Regulation 1.72-9.

     (j) For purposes of this Section, any amount paid to a child of the Participant will be treated as if it had been paid to the surviving spouse if the amount becomes payable to the surviving spouse when the child reaches the age of majority.

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6.7 TIME OF SEGREGATION OR DISTRIBUTION

          Except as limited by Sections 6.5 and 6.6, whenever the Trustee is to make a distribution or to commence a series of payments the distribution or series of payments may be made or begun on such date or as soon thereafter as is practicable. However, unless a Former Participant elects in writing to defer the receipt of benefits (such election may not result in a death benefit that is more than incidental), the payment of benefits shall begin not later than the sixtieth (60th) day after the close of the Plan Year in which the latest of the following events occurs: (a) the date on which the Participant attains the earlier of age 65 or the Normal Retirement Age specified herein; (b) the tenth (10th) anniversary of the year in which the Participant commenced participation in the Plan; or (c) the date the Participant terminates service with the Employer.

          Notwithstanding the foregoing, the failure of a Participant and, if applicable, the Participant’s spouse, to consent to a distribution that is “immediately distributable” (within the meaning of Section 6.5), shall be deemed to be an election to defer the commencement of payment of any benefit sufficient to satisfy this Section.

6.8 DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY

          In the event a distribution is to be made to a minor or incompetent Beneficiary, then the Administrator may direct that such distribution be paid to the legal guardian, or if none in the case of a minor Beneficiary, to a parent of such Beneficiary or a responsible adult with whom the Beneficiary maintains residence, or to the custodian for such Beneficiary under the Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted by the laws of the state in which said Beneficiary resides. Such a payment to the legal guardian, custodian or parent of a minor Beneficiary shall fully discharge the Trustee, Employer, and Plan from further liability on account thereof.

6.9 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

          In the event that all, or any portion, of the distribution payable to a Participant or Beneficiary hereunder shall, at the later of the Participant’s attainment of age 62 or Normal Retirement Age, remain unpaid solely by reason of the inability of the Administrator, after sending a registered letter, return receipt requested, to the last known address, and after further diligent effort, to ascertain the whereabouts of such Participant or Beneficiary, the amount so distributable shall be treated as a Forfeiture pursuant to the Plan. Notwithstanding the foregoing, if the value of a Participant’s Vested benefit derived from Employer and Employee contributions does not exceed $5,000 ($3,500 for Plan Years beginning prior to August 6, 1997), then the amount distributable may, in the sole discretion of the Administrator, either be treated as a Forfeiture, or be paid directly to an individual retirement account described in Code Section 408(a) or an individual retirement annuity described in Code Section 408(b) at the time it is determined that the whereabouts of the Participant or the Participant’s Beneficiary cannot be ascertained. In the event a Participant or Beneficiary is located subsequent to the Forfeiture, such benefit shall be restored, first from Forfeitures, if any, and then from an additional Employer contribution if necessary. However, regardless of the preceding, a benefit which is lost by reason of escheat under applicable state law is not treated as a Forfeiture for purposes of this Section nor as an impermissible forfeiture under the Code.

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6.10 PRE-RETIREMENT DISTRIBUTION

          At such time as a Participant shall have attained the age of 60 years, the Administrator, at the election of the Participant who has not severed employment with the Employer, shall direct the Trustee to distribute all or a portion of the amount then credited to the accounts maintained on behalf of the Participant. However, no distribution from the Participant’s Account shall occur prior to 100% vesting. In the event that the Administrator makes such a distribution, the Participant shall continue to be eligible to participate in the Plan on the same basis as any other Employee. Any distribution made pursuant to this Section shall be made in a manner consistent with Section 6.5, including, but not limited to, all notice and consent requirements of Code Sections 417 and 411(a)(11) and the Regulations thereunder.

          Notwithstanding the above, pre-retirement distributions from a Participant’s Elective Account shall not be permitted prior to the Participant attaining age 59 1/2 except as otherwise permitted under the terms of the Plan.

6.11 ADVANCE DISTRIBUTION FOR HARDSHIP

     (a) The Administrator, at the election of the Participant, shall direct the Trustee to distribute to any Participant in any one Plan Year up to the lesser of 100% of the Participant’s Elective Account and Participant’s Transfer/Rollover Account valued as of the last Valuation Date or the amount necessary to satisfy the immediate and heavy financial need of the Participant. Any distribution made pursuant to this Section shall be deemed to be made as of the first day of the Plan Year or, if later, the Valuation Date immediately preceding the date of distribution, and the Participant’s Elective Account and Participant’s Transfer/Rollover Account shall be reduced accordingly. Withdrawal under this Section is deemed to be on account of an immediate and heavy financial need of the Participant only if the withdrawal is for:

(1) Medical expenses described in Code Section 213(d) incurred by the Participant, the Participant’s spouse, or any of the Participant’s dependents (as defined in Code Section 152) or necessary for these persons to obtain medical care as described in Code Section 213(d);

(2) The costs directly related to the purchase (excluding mortgage payments) of a principal residence for the Participant;

(3) Payment of tuition, related educational fees, and room and board expenses for the next twelve (12) months of post-secondary education for the Participant and the Participant’s spouse, children, or dependents; or

(4) Payments necessary to prevent the eviction of the Participant from the Participant’s principal residence or foreclosure on the mortgage on that residence.

     (b) No distribution shall be made pursuant to this Section unless the Administrator, based upon the Participant’s representation and such other facts as

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are known to the Administrator, determines that all of the following conditions are satisfied:

(1) The distribution is not in excess of the amount of the immediate and heavy financial need of the Participant. The amount of the immediate and heavy financial need may include any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution;

(2) The Participant has obtained all distributions, other than hardship distributions, and all nontaxable (at the time of the loan) loans currently available under all plans maintained by the Employer;

(3) The Plan, and all other plans maintained by the Employer, provide that the Participant’s elective deferrals and after-tax voluntary Employee contributions will be suspended for at least twelve (12) months after receipt of the hardship distribution or, the Participant, pursuant to a legally enforceable agreement, will suspend elective deferrals and after-tax voluntary Employee contributions to the Plan and all other plans maintained by the Employer for at least twelve (12) months after receipt of the hardship distribution; and

(4) The Plan, and all other plans maintained by the Employer, provide that the Participant may not make elective deferrals for the Participant’s taxable year immediately following the taxable year of the hardship distribution in excess of the applicable limit under Code Section 402(g) for such next taxable year less the amount of such Participant’s elective deferrals for the taxable year of the hardship distribution.

     (c) Notwithstanding the above, distributions from the Participant’s Elective Account pursuant to this Section shall be limited solely to the Participant’s total Deferred Compensation as of the date of distribution, reduced by the amount of any previous distributions pursuant to this Section and Section 6.10.

     (d) Any distribution made pursuant to this Section shall be made in a manner which is consistent with and satisfies the provisions of Section 6.5, including, but not limited to, all notice and consent requirements of Code Sections 417 and 411(a)(11) and the Regulations thereunder.

6.12 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

          All rights and benefits, including elections, provided to a Participant in this Plan shall be subject to the rights afforded to any “alternate payee” under a “qualified domestic relations order.” Furthermore, a distribution to an “alternate payee” shall be permitted if such distribution is authorized by a “qualified domestic relations order,” even if the affected Participant has not separated from service and has not reached the “earliest retirement age” under the Plan. For the purposes of this Section, “alternate payee,” “qualified domestic relations order” and “earliest retirement age” shall have the meaning set forth under Code Section 414(p).

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6.13 DIRECT ROLLOVER

     (a) Notwithstanding any provision of the Plan to the contrary that would otherwise limit a “distributee’s” election under this Section, a “distributee” may elect, at the time and in the manner prescribed by the Administrator, to have any portion of an “eligible rollover distribution” that is equal to at least $500 paid directly to an “eligible retirement plan” specified by the “distributee” in a “direct rollover.”

     (b) For purposes of this Section the following definitions shall apply:

(1) An “eligible rollover distribution” is any distribution of all or any portion of the balance to the credit of the “distributee,” except that an “eligible rollover distribution” does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the “distributee” or the joint lives (or joint life expectancies) of the “distributee” and the “distributee’s” designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Code Section 401(a)(9); the portion of any other distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); any hardship distribution described in Code Section 401(k)(2)(B)(i)(IV); and any other distribution that is reasonably expected to total less than $200 during a year.

(2) An “eligible retirement plan” is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), or a qualified trust described in Code Section 401(a), that accepts the “distributee’s” “eligible rollover distribution.” However, in the case of an “eligible rollover distribution” to the surviving spouse, an “eligible retirement plan” is an individual retirement account or individual retirement annuity.

(3) A “distributee” includes an Employee or former Employee. In addition, the Employee’s or former Employee’s surviving spouse and the Employee’s or former Employee’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), are “distributees” with regard to the interest of the spouse or former spouse.

(4) A “direct rollover” is a payment by the Plan to the “eligible retirement plan” specified by the “distributee.”

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ARTICLE VII
AMENDMENT, TERMINATION AND MERGERS

7.1 AMENDMENT

     (a) The Employer shall have the right at any time to amend this Plan, subject to the limitations of this Section. However, any amendment which affects the rights, duties or responsibilities of the Trustee or Administrator may only be made with the Trustee’s or Administrator’s written consent. Any such amendment shall become effective as provided therein upon its execution. The Trustee shall not be required to execute any such amendment unless the amendment affects the duties of the Trustee hereunder.

     (b) No amendment to the Plan shall be effective if it authorizes or permits any part of the Trust Fund (other than such part as is required to pay taxes and administration expenses) to be used for or diverted to any purpose other than for the exclusive benefit of the Participants or their Beneficiaries or estates; or causes any reduction in the amount credited to the account of any Participant; or causes or permits any portion of the Trust Fund to revert to or become property of the Employer.

     (c) Except as permitted by Regulations (including Regulation 1.411(d)-4) or other IRS guidance, no Plan amendment or transaction having the effect of a Plan amendment (such as a merger, plan transfer or similar transaction) shall be effective if it eliminates or reduces any “Section 411(d)(6) protected benefit” or adds or modifies conditions relating to “Section 411(d)(6) protected benefits” which results in a further restriction on such benefits unless such “Section 411(d)(6) protected benefits” are preserved with respect to benefits accrued as of the later of the adoption date or effective date of the amendment. “Section 411(d)(6) protected benefits” are benefits described in Code Section 411(d)(6)(A), early retirement benefits and retirement-type subsidies, and optional forms of benefit. A Plan amendment that eliminates or restricts the ability of a Participant to receive payment of the Participant’s interest in the Plan under a particular optional form of benefit will be permissible if the amendment satisfies the conditions in (1) and (2) below:

(1) The amendment provides a single-sum distribution form that is otherwise identical to the optional form of benefit eliminated or restricted. For purposes of this condition (1), a single-sum distribution form is otherwise identical only if it is identical in all respects to the eliminated or restricted optional form of benefit (or would be identical except that it provides greater rights to the Participant) except with respect to the timing of payments after commencement.

(2) The amendment is not effective unless the amendment provides that the amendment shall not apply to any distribution with an Annuity Starting Date earlier than the earlier of: (i) the ninetieth (90th) day after the date the Participant receiving the distribution has been furnished a summary that reflects the amendment and that satisfies the Act

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requirements at 29 CFR 2520.104b-3 (relating to a summary of material modifications) or (ii) the first day of the second Plan Year following the Plan Year in which the amendment is adopted.

7.2 TERMINATION

     (a) The Employer shall have the right at any time to terminate the Plan by delivering to the Trustee and Administrator written notice of such termination. Upon any full or partial termination, all amounts credited to the affected Participants’ Combined Accounts shall become 100% Vested as provided in Section 6.4 and shall not thereafter be subject to forfeiture, and all unallocated amounts, including Forfeitures, shall be allocated to the accounts of all Participants in accordance with the provisions hereof.

     (b) Upon the full termination of the Plan, the Employer shall direct the distribution of the assets of the Trust Fund to Participants in a manner which is consistent with and satisfies the provisions of Section 6.5. Distributions to a Participant shall be made in cash or through the purchase of irrevocable nontransferable deferred commitments from an insurer. Except as permitted by Regulations, the termination of the Plan shall not result in the reduction of “Section 411(d)(6) protected benefits” in accordance with Section 7.1(c).

7.3 MERGER, CONSOLIDATION OR TRANSFER OF ASSETS

          This Plan may be merged or consolidated with, or its assets and/or liabilities may be transferred to any other plan and trust only if the benefits which would be received by a Participant of this Plan, in the event of a termination of the Plan immediately after such transfer, merger or consolidation, are at least equal to the benefits the Participant would have received if the Plan had terminated immediately before the transfer, merger or consolidation, and such transfer, merger or consolidation does not otherwise result in the elimination or reduction of any “Section 411(d)(6) protected benefits” in accordance with Section 7.1(c).

7.4 LOANS TO PARTICIPANTS

          No loans to Participants or Beneficiaries shall be permitted under the Plan, provided, however, in connection with the merger of the Plan with the MSC Plan, the Trustee may accept loans which were made to participants in the MSC Plan that were in existence prior to the merger of the two plans (a “Prior Loan”) and shall permit any Participant or Beneficiary with an outstanding Prior Loan to continue to repay such Prior Loan. Participants who continue to be employed by the Employer or any Affiliated Employer shall continue to repay such Prior Loans through payroll deductions. Any Participant who, in the future, ceases to be employed by the Employer or any Affiliated Employer prior to the maturity of a Prior Loan, must continue to repay the Prior Loan via payments to the Trustee or the Trustee’s designated agent until the Prior Loan is repaid in full, provided, however, nothing contained herein shall preclude a Participant or Beneficiary from repaying a Prior Loan in full prior to its maturity. In the event that any Participant or Beneficiary requests a distribution of any or any portion of their account balance under the Plan, the Trustee shall deem the unpaid balance of the Prior Loan to have been distributed to such Participant or Beneficiary. Similarly, in the event that a Participant defaults under a Prior Loan, the Trustee shall consider the Prior Loan to be in default and deem the

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balance of the Prior Loan to have been distributed to such Participant or Beneficiary. No Prior Loan may be renewed or extended under any circumstances and no future loans may be made by the Trustee. Any Prior Loans which are accepted by the Trustee must conform with all requirements set forth under the Code and Regulations.

7.5 OTHER INVESTMENTS OF THE TRUST FUND

          The Trustee, in addition to all powers and authorities under common law, statutory authority, including the Act, and other provisions of the Plan, shall have the following powers and authorities:

     (a) To purchase, or subscribe for, any securities or mutual funds designated, from time to time, by the Administrator as authorized investments under the Plan;

     (b) To sell, exchange, convey, transfer or otherwise dispose of any such securities or mutual funds acquired pursuant to the foregoing paragraph or to dispose of employer securities authorized to be held pursuant to Section 7.5 above. No person dealing with the Trustee shall be bound to see the application of the purchase money or to inquire into the validity, expediency, or propriety of any such sale or other disposition, with or without advertisement;

     (c) To vote upon any securities or mutual funds; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options; to consent to, or otherwise participate in corporate reorganizations or other changes affecting corporate securities or mutual funds; and to delegate discretionary powers, and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to securities or mutual funds;

     (d) To cause any securities or mutual funds held by the Trustee to be registered in the Trustee’s own name, in the name of one or more of the Trustee’s nominees, in a clearing corporation, in a depository, or in book entry form or in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trustee Fund;

     (e) To keep such portion of the Trust Fund in cash or cash balances as the Trustee may, from time to time, deem to be in the best interest of the Plan, without liability for interest thereon;

          (f) To invest in shares of investment companies registered under the Investment Company Act of 1940;

     (g) To deposit monies in federally insured savings accounts or certificates of deposits in banks or savings and loan associations, including the specific authority to make deposit into any savings accounts or certificates of deposit of the Trustee (or a financial institution related to the Trustee);

     (h) To do all such acts and exercise all such rights and privileges,

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although not specifically mentioned herein, as the Trustee may deem necessary to carry out the purposes of the Plan.

7.6 RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE

     (a) Unless otherwise agreed to by both the Trustee and the Employer, the Trustee may resign at any time by delivering to the Employer, at least 30 days before its effective date, a written notice of resignation.

     (b) Unless otherwise agreed to by both the Trustee and the Employer, the Employer may remove a Trustee at any time by delivering to the Trustee, at least 30 days before its effective date, written notice of such Trustee’s removal.

     (c) Upon the resignation or removal of any Trustee, a successor may be appointed by the Employer; and such successor, upon accepting such appointment in writing and delivering same to the Employer, shall, without further act, become vested with all powers and responsibilities of the predecessor, as if such successor had been originally named as a Trustee herein.

     (d) Whenever any Trustee hereunder ceases to serve in that capacity, such Trustee shall furnish to the Employer and Administrator a written statement of account with respect to the portion of the Plan Year during which the Trustee serves in that capacity. Any such statement of account should be rendered to the Employer no later than the due date of the annual statement of account for the Plan Year.

ARTICLE VIII
TOP HEAVY

8.1 TOP HEAVY PLAN REQUIREMENTS

          For any Top Heavy Plan Year, the Plan shall provide the special vesting requirements of Code Section 416(b) pursuant to Section 6.4 of the Plan and the special minimum allocation requirements of Code Section 416(c) pursuant to Section 4.4 of the Plan.

8.2 DETERMINATION OF TOP HEAVY STATUS

     (a) This Plan shall be a Top Heavy Plan for any Plan Year in which, as of the Determination Date, (1) the Present Value of Accrued Benefits of Key Employees and (2) the sum of the Aggregate Accounts of Key Employees under this Plan and all plans of an Aggregation Group, exceeds sixty percent (60%) of the Present Value of Accrued Benefits and the Aggregate Accounts of all Key and Non-Key Employees under this Plan and all plans of an Aggregation Group.

          If any Participant is a Non-Key Employee for any Plan Year, but such Participant was a Key Employee for any prior Plan Year, such Participant’s Present Value of Accrued Benefit and/or Aggregate Account balance shall not be taken into account for purposes of determining whether this Plan is a Top Heavy Plan (or whether any Aggregation Group which includes this Plan is a Top Heavy

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Group). In addition, if a Participant or Former Participant has not performed any services for any Employer maintaining the Plan at any time during the five year period ending on the Determination Date, any accrued benefit for such Participant or Former Participant shall not be taken into account for the purposes of determining whether this Plan is a Top Heavy Plan.

     (b) Aggregate Account: A Participant’s Aggregate Account as of the Determination Date is the sum of:

(1) the Participant’s Combined Account balance as of the most recent valuation occurring within a twelve (12) month period ending on the Determination Date.

(2) an adjustment for any contributions due as of the Determination Date. Such adjustment shall be the amount of any contributions actually made after the Valuation Date but due on or before the Determination Date, except for the first Plan Year when such adjustment shall also reflect the amount of any contributions made after the Determination Date that are allocated as of a date in that first Plan Year.

(3) any Plan distributions made within the Plan Year that includes the Determination Date or within the four (4) preceding Plan Years. However, in the case of distributions made after the Valuation Date and prior to the Determination Date, such distributions are not included as distributions for top heavy purposes to the extent that such distributions are already included in the Participant’s Aggregate Account balance as of the Valuation Date. Notwithstanding anything herein to the contrary, all distributions, including distributions under a terminated plan which if it had not been terminated would have been required to be included in an Aggregation Group, will be counted. Further, distributions from the Plan (including the cash value of life insurance policies) of a Participant’s account balance because of death shall be treated as a distribution for the purposes of this paragraph.

(4) any Employee contributions, whether voluntary or mandatory. However, amounts attributable to tax deductible qualified voluntary employee contributions shall not be considered to be a part of the Participant’s Aggregate Account balance.

(5) with respect to unrelated rollovers and plan-to-plan transfers (ones which are both initiated by the Employee and made from a plan maintained by one employer to a plan maintained by another employer), if this Plan provides the rollovers or plan-to-plan transfers, it shall always consider such rollovers or plan-to-plan transfers as a distribution for the purposes of this Section. If this Plan is the plan accepting such rollovers or plan-to-plan transfers, it shall not consider such rollovers or plan-to-plan transfers as part of the Participant’s Aggregate Account balance.

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(6) with respect to related rollovers and plan-to-plan transfers (ones either not initiated by the Employee or made to a plan maintained by the same employer), if this Plan provides the rollover or plan-to-plan transfer, it shall not be counted as a distribution for purposes of this Section. If this Plan is the plan accepting such rollover or plan-to-plan transfer, it shall consider such rollover or plan-to-plan transfer as part of the Participant’s Aggregate Account balance, irrespective of the date on which such rollover or plan-to-plan transfer is accepted.

(7) For the purposes of determining whether two employers are to be treated as the same employer in (5) and (6) above, all employers aggregated under Code Section 414(b), (c), (m) and (o) are treated as the same employer.

     (c) “Aggregation Group” means either a Required Aggregation Group or a Permissive Aggregation Group as hereinafter determined.

(1) Required Aggregation Group: In determining a Required Aggregation Group hereunder, each plan of the Employer in which a Key Employee is a participant in the Plan Year containing the Determination Date or any of the four preceding Plan Years, and each other plan of the Employer which enables any plan in which a Key Employee participates to meet the requirements of Code Sections 401(a)(4) or 410, will be required to be aggregated. Such group shall be known as a Required Aggregation Group.

In the case of a Required Aggregation Group, each plan in the group will be considered a Top Heavy Plan if the Required Aggregation Group is a Top Heavy Group. No plan in the Required Aggregation Group will be considered a Top Heavy Plan if the Required Aggregation Group is not a Top Heavy Group.

(2) Permissive Aggregation Group: The Employer may also include any other plan not required to be included in the Required Aggregation Group, provided the resulting group, taken as a whole, would continue to satisfy the provisions of Code Sections 401(a)(4) and 410. Such group shall be known as a Permissive Aggregation Group.

In the case of a Permissive Aggregation Group, only a plan that is part of the Required Aggregation Group will be considered a Top Heavy Plan if the Permissive Aggregation Group is a Top Heavy Group. No plan in the Permissive Aggregation Group will be considered a Top Heavy Plan if the Permissive Aggregation Group is not a Top Heavy Group.

(3) Only those plans of the Employer in which the Determination Dates fall within the same calendar year shall be aggregated in order to determine whether such plans are Top Heavy Plans.

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(4) An Aggregation Group shall include any terminated plan of the Employer if it was maintained within the last five (5) years ending on the Determination Date.

     (d) “Determination Date” means (a) the last day of the preceding Plan Year, or (b) in the case of the first Plan Year, the last day of such Plan Year.

     (e) Present Value of Accrued Benefit: In the case of a defined benefit plan, the Present Value of Accrued Benefit for a Participant other than a Key Employee, shall be as determined using the single accrual method used for all plans of the Employer and Affiliated Employers, or if no such single method exists, using a method which results in benefits accruing not more rapidly than the slowest accrual rate permitted under Code Section 411(b)(1)(C). The determination of the Present Value of Accrued Benefit shall be determined as of the most recent Valuation Date that falls within or ends with the 12-month period ending on the Determination Date except as provided in Code Section 416 and the Regulations thereunder for the first and second plan years of a defined benefit plan.

     (f) “Top Heavy Group” means an Aggregation Group in which, as of the Determination Date, the sum of:

(1) the Present Value of Accrued Benefits of Key Employees under all defined benefit plans included in the group, and

(2) the Aggregate Accounts of Key Employees under all defined contribution plans included in the group,

     exceeds sixty percent (60%) of a similar sum determined for all Participants.

ARTICLE IX
MISCELLANEOUS

9.1 PARTICIPANT’S RIGHTS

          This Plan shall not be deemed to constitute a contract between the Employer and any Participant or to be a consideration or an inducement for the employment of any Participant or Employee. Nothing contained in this Plan shall be deemed to give any Participant or Employee the right to be retained in the service of the Employer or to interfere with the right of the Employer to discharge any Participant or Employee at any time regardless of the effect which such discharge shall have upon the Employee as a Participant of this Plan.

9.2 ALIENATION

     (a) Subject to the exceptions provided below, and as otherwise permitted by the Code and the Act, no benefit which shall be payable out of the Trust Fund to any person (including a Participant or the Participant’s Beneficiary) shall be subject in any manner to anticipation, alienation, sale, transfer,

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assignment, pledge, encumbrance, or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be void; and no such benefit shall in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements, or torts of any such person, nor shall it be subject to attachment or legal process for or against such person, and the same shall not be recognized by the Trustee, except to such extent as may be required by law.

     (b) Subsection (a) shall not apply to a “qualified domestic relations order” defined in Code Section 414(p), and those other domestic relations orders permitted to be so treated by the Administrator under the provisions of the Retirement Equity Act of 1984. The Administrator shall establish a written procedure to determine the qualified status of domestic relations orders and to administer distributions under such qualified orders. Further, to the extent provided under a “qualified domestic relations order,” a former spouse of a Participant shall be treated as the spouse or surviving spouse for all purposes under the Plan.

     (c) Subsection (a) shall not apply to an offset to a Participant’s accrued benefit against an amount that the Participant is ordered or required to pay the Plan with respect to a judgment, order, or decree issued, or a settlement entered into, on or after August 5, 1997, in accordance with Code Sections 401(a)(13)(C) and (D). In a case in which the survivor annuity requirements of Code Section 401(a)(11) apply with respect to distributions from the Plan to the Participant, if the Participant has a spouse at the time at which the offset is to be made:

(1) either such spouse has consented in writing to such offset and such consent is witnessed by a notary public or representative of the Plan (or it is established to the satisfaction of a Plan representative that such consent may not be obtained by reason of circumstances described in Code Section 417(a)(2)(B)), or an election to waive the right of the spouse to either a qualified joint and survivor annuity or a qualified pre-retirement survivor annuity is in effect in accordance with the requirements of Code Section 417(a),

(2) such spouse is ordered or required in such judgment, order, decree or settlement to pay an amount to the Plan in connection with a violation of fiduciary duties, or

(3) in such judgment, order, decree or settlement, such spouse retains the right to receive the survivor annuity under a qualified joint and survivor annuity provided pursuant to Code Section 401(a)(11)(A)(i) and under a qualified pre-retirement survivor annuity provided pursuant to Code Section 401(a)(11)(A)(ii).

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9.3 CONSTRUCTION OF PLAN

          This Plan shall be construed and enforced according to the Code, the Act and the laws of the State of Arizona, other than its laws respecting choice of law, to the extent not pre-empted by the Act.

9.4 GENDER AND NUMBER

          Wherever any words are used herein in the masculine, feminine or neuter gender, they shall be construed as though they were also used in another gender in all cases where they would so apply, and whenever any words are used herein in the singular or plural form, they shall be construed as though they were also used in the other form in all cases where they would so apply.

9.5 LEGAL ACTION

          In the event any claim, suit, or proceeding is brought regarding the Trust and/or Plan established hereunder to which the Trustee, the Employer or the Administrator may be a party, and such claim, suit, or proceeding is resolved in favor of the Trustee, the Employer or the Administrator, they shall be entitled to be reimbursed from the Trust Fund for any and all costs, attorney’s fees, and other expenses pertaining thereto incurred by them for which they shall have become liable.

9.6 PROHIBITION AGAINST DIVERSION OF FUNDS

     (a) Except as provided below and otherwise specifically permitted by law, it shall be impossible by operation of the Plan or of the Trust, by termination of either, by power of revocation or amendment, by the happening of any contingency, by collateral arrangement or by any other means, for any part of the corpus or income of any Trust Fund maintained pursuant to the Plan or any funds contributed thereto to be used for, or diverted to, purposes other than the exclusive benefit of Participants, Former Participants, or their Beneficiaries.

     (b) In the event the Employer shall make an excessive contribution under a mistake of fact pursuant to Act Section 403(c)(2)(A), the Employer may demand repayment of such excessive contribution at any time within one (1) year following the time of payment and the Trustees shall return such amount to the Employer within the one (1) year period. Earnings of the Plan attributable to the contributions may not be returned to the Employer but any losses attributable thereto must reduce the amount so returned.

     (c) Except for Sections 3.5, 3.6, and 4.1(e), any contribution by the Employer to the Trust Fund is conditioned upon the deductibility of the contribution by the Employer under the Code and, to the extent any such deduction is disallowed, the Employer may, within one (1) year following the final determination of the disallowance, whether by agreement with the Internal Revenue Service or by final decision of a competent jurisdiction, demand repayment of such disallowed contribution and the Trustee shall return such contribution within one (1) year following the disallowance. Earnings of the Plan

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attributable to the contribution may not be returned to the Employer, but any losses attributable thereto must reduce the amount so returned.

9.7 EMPLOYER’S AND TRUSTEE’S PROTECTIVE CLAUSE

          The Employer, Administrator and Trustee, and their successors, shall not be responsible for the validity of any Contract issued hereunder or for the failure on the part of the insurer to make payments provided by any such Contract, or for the action of any person which may delay payment or render a Contract null and void or unenforceable in whole or in part.

9.8 INSURER’S PROTECTIVE CLAUSE

          Except as otherwise agreed upon in writing between the Employer and the insurer, an insurer which issues any Contracts hereunder shall not have any responsibility for the validity of this Plan or for the tax or legal aspects of this Plan. The insurer shall be protected and held harmless in acting in accordance with any written direction of the Trustee, and shall have no duty to see to the application of any funds paid to the Trustee, nor be required to question any actions directed by the Trustee. Regardless of any provision of this Plan, the insurer shall not be required to take or permit any action or allow any benefit or privilege contrary to the terms of any Contract which it issues hereunder, or the rules of the insurer.

9.9 RECEIPT AND RELEASE FOR PAYMENTS

          Any payment to any Participant, the Participant’s legal representative, Beneficiary, or to any guardian or committee appointed for such Participant or Beneficiary in accordance with the provisions of the Plan, shall, to the extent thereof, be in full satisfaction of all claims hereunder against the Trustee and the Employer, either of whom may require such Participant, legal representative, Beneficiary, guardian or committee, as a condition precedent to such payment, to execute a receipt and release thereof in such form as shall be determined by the Trustee or Employer.

9.10 ACTION BY THE EMPLOYER

          Whenever the Employer under the terms of the Plan is permitted or required to do or perform any act or matter or thing, it shall be done and performed by a person duly authorized by its legally constituted authority.

9.11 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

          The “named Fiduciaries” of this Plan are (1) the Employer, (2) the Administrator, (3) the Trustee and (4) any Investment Manager appointed hereunder. The named Fiduciaries shall have only those specific powers, duties, responsibilities, and obligations as are specifically given them under the Plan including, but not limited to, any agreement allocating or delegating their responsibilities, the terms of which are incorporated herein by reference. In general, the Employer shall have the sole responsibility for making the contributions provided for under Section 4.1; and shall have the authority to appoint and remove the Trustee and the Administrator; to formulate the Plan’s “funding policy and method”; and to amend or terminate, in whole or in part, the Plan. The Administrator shall have the sole responsibility for the administration of the Plan, including, but not limited to, the items specified in Article II of the

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Plan, as the same may be allocated or delegated thereunder. The Administrator shall act as the named Fiduciary responsible for communicating with the Participant according to the Participant Direction Procedures. The Trustee shall have the sole responsibility of management of the assets held under the Trust, except to the extent directed pursuant to Article II or with respect to those assets, the management of which has been assigned to an Investment Manager, who shall be solely responsible for the management of the assets assigned to it, all as specifically provided in the Plan. Each named Fiduciary warrants that any directions given, information furnished, or action taken by it shall be in accordance with the provisions of the Plan, authorizing or providing for such direction, information or action. Furthermore, each named Fiduciary may rely upon any such direction, information or action of another named Fiduciary as being proper under the Plan, and is not required under the Plan to inquire into the propriety of any such direction, information or action. It is intended under the Plan that each named Fiduciary shall be responsible for the proper exercise of its own powers, duties, responsibilities and obligations under the Plan as specified or allocated herein. No named Fiduciary shall guarantee the Trust Fund in any manner against investment loss or depreciation in asset value. Any person or group may serve in more than one Fiduciary capacity.

9.12 HEADINGS

          The headings and subheadings of this Plan have been inserted for convenience of reference and are to be ignored in any construction of the provisions hereof.

9.13 APPROVAL BY INTERNAL REVENUE SERVICE

          Notwithstanding anything herein to the contrary, if, pursuant to an application for qualification filed by or on behalf of the Plan by the time prescribed by law for filing the Employer’s return for the taxable year in which the Plan is adopted, or such later date that the Secretary of the Treasury may prescribe, the Commissioner of Internal Revenue Service or the Commissioner’s delegate should determine that the Plan does not initially qualify as a tax-exempt plan under Code Sections 401 and 501, and such determination is not contested, or if contested, is finally upheld, then if the Plan is a new plan, it shall be void ab initio and all amounts contributed to the Plan by the Employer, less expenses paid, shall be returned within one (1) year and the Plan shall terminate, and the Trustee shall be discharged from all further obligations. If the disqualification relates to an amended plan, then the Plan shall operate as if it had not been amended.

9.14 UNIFORMITY

          All provisions of this Plan shall be interpreted and applied in a uniform, nondiscriminatory manner. In the event of any conflict between the terms of this Plan and any Contract purchased hereunder, the Plan provisions shall control.

ARTICLE X
PARTICIPATING EMPLOYERS

10.1 ADOPTION BY OTHER EMPLOYERS

          Notwithstanding anything herein to the contrary, any other corporation or entity which is an Affiliated Employer or otherwise is a subsidiary or an affiliate of the Employer or

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Swift may adopt this Plan and all of the provisions hereof, and participate herein and be known as a Participating Employer, by a properly executed document evidencing said intent and will of such Participating Employer.

10.2 REQUIREMENTS OF PARTICIPATING EMPLOYERS

     (a) Each such Participating Employer shall be required to use the same Trustee as provided in this Plan.

     (b) The Trustee may, but shall not be required to, commingle, hold and invest as one Trust Fund all contributions made by Participating Employers, as well as all increments thereof.

     (c) Any expenses of the Plan which are to be paid by the Employer or borne by the Trust Fund shall be paid by each Participating Employer in the same proportion that the total amount standing to the credit of all Participants employed by such Employer bears to the total standing to the credit of all Participants.

10.3 DESIGNATION OF AGENT

          Each Participating Employer shall be deemed to be a party to this Plan; provided, however, that with respect to all of its relations with the Trustee and Administrator for the purpose of this Plan, each Participating Employer shall be deemed to have designated irrevocably the Employer as its agent. Unless the context of the Plan clearly indicates the contrary, the word “Employer” shall be deemed to include each Participating Employer as related to its adoption of the Plan.

10.4 EMPLOYEE TRANSFERS

          In the event an Employee is transferred between Participating Employers, accumulated service and eligibility shall be carried with the Employee involved. No such transfer shall effect a termination of employment hereunder, and the Participating Employer to which the Employee is transferred shall thereupon become obligated hereunder with respect to such Employee in the same manner as was the Participating Employer from whom the Employee was transferred.

10.5 PARTICIPATING EMPLOYER CONTRIBUTION AND FORFEITURES

          Any contribution or Forfeiture subject to allocation during each Plan Year shall be allocated only among those Participants of the Employer or Participating Employers making the contribution or by which the forfeiting Participant was employed. However, if the contribution is made, or the forfeiting Participant was employed, by an Affiliated Employer, in which event such contribution or Forfeiture shall be allocated among all Participants of all Participating Employers who are Affiliated Employers in accordance with the provisions of this Plan. On the basis of the information furnished by the Administrator, the Trustee may keep separate books and records concerning the affairs of each Participating Employer hereunder and as to the accounts and credits of the Employees of each Participating Employer. The Trustee may, but need not, register Contracts so as to evidence that a particular Participating Employer is the interested Employer hereunder, but in the event of an Employee transfer from one Participating

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Employer to another, the employing Participating Employer shall immediately notify the Trustee thereof.

10.6 AMENDMENT

          Amendment of this Plan by the Employer at any time when there shall be a Participating Employer hereunder shall only be by the written action of each and every Participating Employer.

10.7 DISCONTINUANCE OF PARTICIPATION

          Any Participating Employer shall be permitted to discontinue or revoke its participation in the Plan at any time. At the time of any such discontinuance or revocation, satisfactory evidence thereof and of any applicable conditions imposed shall be delivered to the Trustee. The Trustee shall thereafter transfer, deliver and assign Contracts and other Trust Fund assets allocable to the Participants of such Participating Employer to such new trustee as shall have been designated by such Participating Employer, in the event that it has established a separate qualified retirement plan for its employees provided, however, that no such transfer shall be made if the result is the elimination or reduction of any “Section 411(d)(6) protected benefits” as described in Section 7.1(c). If no successor is designated, the Trustee shall retain such assets for the Employees of said Participating Employer pursuant to the provisions of the Trust. In no such event shall any part of the corpus or income of the Trust Fund as it relates to such Participating Employer be used for or diverted for purposes other than for the exclusive benefit of the Employees of such Participating Employer.

10.8 ADMINISTRATOR’S AUTHORITY

          The Administrator shall have authority to make any and all necessary rules or regulations, binding upon all Participating Employers and all Participants, to effectuate the purpose of this Article.

          IN WITNESS WHEREOF, this Plan has been executed the day and year first above written.

EMPLOYER: SWIFT TRANSPORTATION CO., INC.
By	/s/ Jerry Moyes
	Jerry Moyes, President

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SWIFT TRANSPORTATION CO., INC. RETIREMENT PLAN
FIRST AMENDMENT
TO COMPLY WITH
EGTRRA AND REVENUE PROCEDURE 2002-29

     THIS AMENDMENT, hereby adopted this 6^th day of April, 2007, by Transportation Co., Inc., an Arizona corporation (herein referred to as the Employer”).

ARTICLE I
PREAMBLE

1.1 Adoption and effective date of amendment. This amendment of the Plan is adopted to reflect certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA) and the model amendment of Revenue Procedure 2002-29. This amendment is intended as good faith compliance with the requirements of EGTRRA and the model amendment of Revenue Procedure 2002-29 and is to be construed in accordance with EGTRRA and the model amendment of Revenue Procedure 2002-29 and guidance issued thereunder. Except as otherwise provided, this amendment shall be effective as of the first day of the first Plan Year beginning after December 31, 2001.

1.2 Supersession of inconsistent provisions. This amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this amendment.

ARTICLE II
LIMITATIONS ON CONTRIBUTIONS

2.1 Effective date. This Article shall be effective for “limitation years” beginning after December 31, 2001.

2.2 Maximum annual addition. Except to the extent permitted under Article IX of this amendment and Code Section 414(v), the “annual addition” that may be contributed or allocated to a Participant’s account under the Plan for any “limitation year” shall not exceed the lesser of:

     (a) $40,000, as adjusted for increases in the cost-of-living under Code Section 415(d), or

     (b) one-hundred percent (100%) of the Participant’s “415 Compensation” for the “limitation year.”

     The “415 Compensation” limit referred to in (b) shall not apply to any contribution for medical benefits after separation from service (within the meaning of Code Section 401(h) or Code Section 419A(f)(2)) which is otherwise treated as an “annual addition.”

ARTICLE III
INCREASE IN COMPENSATION LIMIT

     The annual Compensation of each Participant taken into account in determining allocations for any Plan Year beginning after December 31, 2001, shall not exceed $200,000, as adjusted for cost-of-living increases in accordance with Code Section 401(a)(17)(B).

ARTICLE IV
MODIFICATION OF TOP-HEAVY RULES

4.1 Effective date. This Article shall apply for purposes of determining whether the Plan is a Top Heavy plan under Code Section 416(g) for Plan Years beginning after December 31, 2001, and whether the Plan satisfies the minimum benefits requirements of Code Section 416(c) for such years. This Article amends Article VIII of the Plan.

4.2 Determination of top-heavy status.

     (a) Key employee. Key employee means any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the determination date was an officer of the Employer having “415 Compensation” greater than $130,000 (as adjusted under Code Section 416(i)(l) for Plan Years beginning after December 31, 2002), a 5-percent owner of the Employer, or a 1-percent owner of the Employer having “415 Compensation” of more than $150,000. The determination of who is a key employee will be made in accordance with Code Section 416(i)(l) and the applicable regulations and other guidance of general applicability issued thereunder.

     (b) Determination of present values and amounts. This section (b) shall apply for purposes of determining the present values of accrued benefits and the amounts of account balances of Employees as of the determination date.

(1) Distributions during year ending on the determination date. The present values of accrued benefits and the amounts of account balances of an Employee as of the determination date shall be increased by the distributions made with respect to the Employee under the Plan and any plan aggregated with the Plan under Code Section 416(g)(2) during the 1-year period ending on the determination date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Code Section 416(g)(2)(A)(i). In the case of a distribution made for a reason other than separation from service, death, or disability, this provision shall be applied by substituting “5-year period” for “1-year period.”

(2) Employees not performing services during year ending on the determination date. The accrued benefits and accounts of any individual who has not performed services for the Employer during the 1-year period ending on the determination date shall not be taken into account.

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4.3 Minimum benefits. Employer matching contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of Code Section 416(c)(2) and the Plan. The preceding sentence shall apply with respect to matching contributions under the Plan or, if the Plan provides that the minimum contribution requirement shall be met in another plan, such other plan. Employer matching contributions that are used to satisfy the minimum contribution requirements shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of Code Section 401(m).

ARTICLE V
DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS

5.1 Effective date. This Article shall apply to distributions made after December 31, 2001.

5.2 Modification of definition of eligible retirement plan. For purposes of the direct rollover provisions in Section 6.13 p.64 of the Plan, an eligible retirement plan shall also mean an annuity contract described in Code Section 403(b) and an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan. The definition of eligible retirement plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relation order, as defined in Code Section 414(p).

5.3 Modification of definition of eligible rollover distribution to exclude hardship distributions. For purposes of the direct rollover provisions in Section 6.13 p.64 of the Plan, any amount that is distributed on account of hardship shall not be an eligible rollover distribution and the distributee may not elect to have any portion of such a distribution paid directly to an eligible retirement plan.

ARTICLE VI
ROLLOVERS FROM OTHER PLANS

     The Administrator, operationally and on a nondiscriminatory basis, may limit the source of rollover contributions that may be accepted by this Plan.

ARTICLE VII
ROLLOVERS DISREGARDED IN INVOLUNTARY CASH-OUTS

7.1 Applicability and effective date. This Article applies to rollover contributions and involuntary cash-outs, and shall be effective with respect to distributions made on and after January 1, 2007 with respect to Participants who separate from service on or after January 1, 2007.

7.2 Rollovers disregarded in determining value of account balance for involuntary distributions. For purposes of the Sections of the Plan that provide for the involuntary distribution of Vested accrued benefits of $5,000 or less, the value of a Participant’s

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nonforfeitable account balance shall be determined without regard to that portion of the account balance that is attributable to rollover contributions (and earnings allocable thereto) within the meaning of Code Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16).

ARTICLE VIII
REPEAL OF MULTIPLE USE TEST

     The multiple use test described in Treasury Regulation Section 1.401(m)-2 and Section 4.7(a)(2) p.35 of the Plan shall not apply for Plan Years beginning after December 31, 2001.

ARTICLE IX
CATCH-UP CONTRIBUTIONS

9.1 Effective date. This Article shall apply to catch-up contributions made on and after January 1, 2002.

9.2 Applicability. All Employees who are eligible to make salary reductions under this Plan and who are projected to attain age 50 before the end of a calendar year shall be eligible to make catch-up contributions as of the January 1st of that calendar year in accordance with, and subject to the limitations of, Code Section 414(v). Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Code Sections 402(g) and 415. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of the making of such catch-up contributions.

ARTICLE X
SUSPENSION PERIOD FOLLOWING HARDSHIP DISTRIBUTION

     A Participant who, after December 31, 2001, receives a hardship distribution pursuant to Regulation 1.401(k)-l(d)(2)(iv) of elective deferrals, shall be prohibited from making elective deferrals and after-tax Employee contributions under this Plan and all other plans maintained by the Employer for six (6) months after receipt of the hardship distribution. A Participant who receives such a hardship distribution in calendar year 2001 shall be prohibited from making elective deferrals and after-tax Employee contributions under this Plan and all other plans maintained by the Employer for the period specified in the provisions of the Plan relating to suspension of elective deferrals and after-tax Employee contributions that were in effect prior to this amendment.

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ARTICLE XI
MODEL AMENDMENT UNDER REVENUE PROCEDURE 2002-29
MINIMUM DISTRIBUTION REQUIREMENTS

11.1 General Rules.

     (a) Effective Date. The provisions of this Article will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year, as well as required minimum distributions for the 2002 distribution calendar year that are made on or after December 31, 2002.

     (b) Coordination with Minimum Distribution Requirements Previously in Effect. If the total amount of 2002 required minimum distributions under the Plan made to the distributee prior to the effective date of this Article equals or exceeds the required minimum distributions determined under this Article, then no additional distributions will be required to be made for 2002 on or after such date to the distributee. If the total amount of 2002 required minimum distributions under the Plan made to the distributee prior to the effective date of this Article is less than the amount determined under this Article, then required minimum distributions for 2002 on and after such date will be determined so that the total amount of required minimum distributions for 2002 made to the distributee will be the amount determined under this Article.

     (c) Precedence. The requirements of this Article will take precedence over any inconsistent provisions of the Plan.

     (d) Requirements of Treasury Regulations Incorporated. All distributions required under this Article will be determined and made in accordance with the Treasury regulations under Code Section 401(a)(9).

11.2 Time and Manner of Distribution.

     (a) Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s required beginning date.

     (b) Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:

(1) If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary, then, except as provided in Section 11.2(b)(3), distributions to the surviving spouse will begin by December 31st of the calendar year immediately following the calendar year in which the Participant died, or by December 31st of the calendar year in which the Participant would have attained age 70 1/2, if later.

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(2) If the Participant’s surviving spouse is not the Participant’s sole designated Beneficiary, then, except as provided in Section 11.2(b)(3), distributions to the designated Beneficiary will begin by December 31st of the calendar year immediately following the calendar year in which the Participant died.

(3) Participants or Beneficiaries may elect on an individual basis whether the 5-year rule or the life expectancy rule in Sections 11.2(b) and 11.4(b) applies to distributions after the death of a Participant who has a designated Beneficiary. The election must be made no later than the earlier of September 30th of the calendar year in which distribution would be required to begin under Section 11.2(b), or by September 30th of the calendar year which contains the fifth anniversary of the Participant’s (or, if applicable, surviving spouse’s) death. If neither the Participant nor Beneficiary makes an election under this paragraph, distributions will be made in accordance with Sections 11.2(b) and 11.4(b).

(4) A designated Beneficiary who is receiving payments under the 5-year rule may make a new election to receive payments under the life expectancy rule until December 31, 2003, provided that all amounts that would have been required to be distributed under the life expectancy rule for all distribution calendar years before 2004 are distributed by the earlier of December 31, 2003 or the end of the 5-year period.

(5) If there is no designated Beneficiary as of September 30th of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31st of the calendar year containing the fifth anniversary of the Participant’s death.

(6) If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this Section 11.2(b), other than Section 11.2(b)(l), will apply as if the surviving spouse were the Participant.

          For purposes of this Section 11.2(b) and Section 11.4, unless Section 11.2(b)(6) applies, distributions are considered to begin on the Participant’s required beginning date. If Section 11.2(b)(6) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Section 11.2(b)(l). If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s required beginning date (or to the Participant’s surviving spouse before the date distributions are required to begin to the surviving spouse under Section 11.2(b)(l)), the date distributions are considered to begin is the date distributions actually commence.

     (c) Form of Distribution. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year distributions will be made in accordance with Sections 11.3 and 11.4 of this Article. If the Participant’s

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interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Code Section 401(a)(9) and the Treasury regulations.

11.3 Required Minimum Distributions During Participant’s Lifetime.

     (a) Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the Participant’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:

(1) the quotient obtained by dividing the Participant’s account balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or

(2) if the Participant’s sole designated Beneficiary for the distribution calendar year is the Participant’s spouse, the quotient obtained by dividing the Participant’s account balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the distribution calendar year.

     (b) Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined under this Section 11.3 beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death.

11.4 Required Minimum Distributions After Participant’s Death.

     (a) Death On or After Date Distributions Begin.

(1) Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s designated Beneficiary, determined as follows:

(i) The Participant’s remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(ii) If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the

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Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For distribution calendar years after the year of the surviving spouse’s death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.

(iii) If the Participant’s surviving spouse is not the Participant’s sole designated Beneficiary, the designated Beneficiary’s remaining life expectancy is calculated using the age of the beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.

(2) No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no designated Beneficiary as of September 30th of the year after the year of the Participant’s death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the Participant’s remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

     (b) Death Before Date Distributions Begin.

(1) Participant Survived by Designated Beneficiary. Except as provided in Section 11.4(b)(2), if the Participant dies before the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the remaining life expectancy of the Participant’s designated Beneficiary, determined as provided in Section 11.4(a).

(2) Participants or Beneficiaries may elect on an individual basis whether the 5-year rule or the life expectancy rule in Sections 11.2(b) and 11.4(b) applies to distributions after the death of a Participant who has a designated Beneficiary. The election must be made no later than the earlier of September 30th of the calendar year in which distribution would be required to begin under Section 11.2(b), or by September 30th of the calendar year which contains the fifth anniversary of the Participant’s (or, if applicable, surviving spouse’s) death. If neither the Participant nor Beneficiary makes an election under this paragraph, distributions will be made in accordance with Sections 11.2(b) and 11.4(b).

(3) No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated Beneficiary as of September 30th of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31st of the calendar year containing the fifth anniversary of the Participant’s death.

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(4) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant’s surviving spouse is the Participant’s sole designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under Section 11.2(b)(l), this Section 11.4(b) will apply as if the surviving spouse were the Participant.

11.5 Definitions.

     (a) Designated Beneficiary. The individual who is designated as the Beneficiary under Section 1.7 p.2 of the Plan and is the designated Beneficiary under Code Section 401(a)(9) and section 1.401(a)(9)-l, Q&A-4, of the Treasury regulations.

     (b) Distribution calendar year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant’s required beginning date. For distributions beginning after the Participant’s death, the first distribution calendar year is the calendar year in which distributions are required to begin under Section 11.2(b). The required minimum distribution for the Participant’s first distribution calendar year will be made on or before the Participant’s required beginning date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant’s required beginning date occurs, will be made on or before December 31st of that distribution calendar year.

     (c) Life expectancy. Life expectancy as computed by use of the Single Life Table in section 1.401(a)(9)-9 of the Treasury regulations.

     (d) Participant’s account balance. The account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

     (e) Required beginning date. The date specified in Sections 6.5(e) p.56 and 6.6(g)p.59of the Plan.

ARTICLE XII
MANDATORY DISTRIBUTIONS

12.1 Effective date. This Article shall be effective with respect to distributions made on and after March 28, 2005.

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12.2 Applicability. The provisions of the Plan that provide for mandatory distribution of the Vested accrued benefit of a Participant without the Participant’s consent are hereby modified to provide that, if the Participant does not elect to have such distribution paid directly to an “eligible retirement plan” specified by the Participant in a direct rollover (in accordance with the direct rollover provisions of the Plan) or to receive the distribution directly, then the Administrator shall pay the distribution in a direct rollover to an individual retirement plan designated by the Administrator. The provisions of this Article do not affect the other provisions of the Plan relating to the form or timing of a distribution nor the consent rules that are applicable with respect to individuals other than Participants.

     IN WITNESS WHEREOF, this Amendment has been executed this 6th day of April, 2007.

EMPLOYER: SWIFT TRANSPORTATION CO., INC.
By	/s/ Jerry Moyes
	Jerry Moyes, President

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EX-10.8

Exhibit 10.8

SWIFT CORPORATION
DEFERRED COMPENSATION PLAN

     The Plan is hereby amended and restated by Swift Corporation, a Nevada Corporation (“Employer”).

ARTICLE 1. INTRODUCTION

     Section 1.1 Intent and Purpose. The Plan is intended to be an unfunded non-qualified deferred compensation plan maintained primarily to provide deferred compensation benefits for a select group of “management or highly-compensated employees” within the meaning of ERISA Sections 201, 301 and 401, and to be exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA. The Plan also is intended to be a deferred compensation plan within the meaning of Code Section 409A. The primary purpose of the Plan is to provide a tax deferred capital accumulation opportunity to eligible Employees by permitting them to elect to defer the receipt of Compensation for retirement or earlier termination of employment.

     Section 1.2 Prior History and Effective Dates. The Plan was formerly known as the M.S. Carriers, Inc. Deferred Compensation Plan. Effective January 1, 2002, the Employer (as the parent company to M.S. Carriers, Inc.) adopted the Plan and changed the name of the Plan to the Swift Transportation Corporation Deferred Compensation Plan. The Plan was subsequently amended, and the effective date of this most recent amended and restated Plan is January 1, 2008.

ARTICLE 2. DEFINITIONS

     Section 2.1 Account. “Account” means the bookkeeping account maintained by the Employer for each Participant in accordance with Article 4.

     Section 2.2 Account Balance. “Account Balance” means the total dollar amount credited to a Participant’s Account as of the latest Valuation Date in accordance with Section 4.3.

     Section 2.3 Beneficiary. “Beneficiary” means the person(s) or entity(ies) (as determined under Article 6) who will receive any benefits payable under the Plan after a Participant’s death.

     Section 2.4 Code. “Code” means the Internal Revenue Code of 1986, as amended, including regulations and other guidance issued thereunder by the Department of Treasury. All references to Code and Treasury Regulation sections include any modification that is subsequently made to the referenced section due to a statutory or regulatory change.

     Section 2.5 Compensation. “Compensation” means a Participant’s compensation paid by the Employer during a calendar year which is reported as wages on the Participant’s Form W-2, including regular salary, commissions, bonuses, overtime or other premium pay, but excluding reimbursements, other expense allowances, fringe benefits (whether cash or non-cash), non-cash compensation, stock options (whether qualified or nonqualified), and deferred compensation. Notwithstanding the foregoing, Compensation for a calendar year will be determined before reduction for amounts deferred under this Plan for that calendar year. Compensation for a calendar year also will include amounts that, for that calendar year, are excludible from the Participant’s gross income under Code Sections 125, 132(f)(4), 402(e)(3), 402(h), 403(b), and 408(p) and contributed by the Employer, at the Participant’s election, to a

cafeteria plan, a qualified transportation fringe benefit plan, a 401(k) arrangement, a SEP, a tax sheltered annuity, or a SIMPLE plan maintained by the Employer or any parent, subsidiary or affiliate of the Employer.

     Section 2.6 Deferral Election. “Deferral Election” means an election by an eligible Employee or Participant to defer Compensation under the Plan, which is made in accordance with Section 3.2.

     Section 2.7 Deferral Election Form. “Deferral Election Form” means the form specified by the Employer which an eligible Employee or Participant must complete and return in accordance with Section 3.2 to defer Compensation under the Plan.

     Section 2.8 Disability. “Disability” means a condition of a Participant which, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, results in the Participant’s being unable to engage in any substantial gainful activity or the Participant’s receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of the Employer. A Participant’s Disability must be established by a qualified, licensed physician who is acceptable to the Employer. Alternatively, the Employer will accept, as evidence of the Participant’s Disability, a copy of the Social Security Administration’s or Railroad Retirement Board’s written determination that the Participant is totally disabled or a written determination that the Participant is disabled in accordance with a disability insurance program (but only if the definition of “disability” applied under the disability insurance program meets the definition of Disability set forth in the first sentence of this Section).

     Section 2.9 Employee. “Employee” means a person providing services to the Employer as a common law employee of the Employer.

     Section 2.10 Employer. “Employer” means Swift Corporation, a Nevada corporation.

     Section 2.11 ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, including regulations or other applicable guidance issued thereunder by the Department of Labor. All references to ERISA and Department of Labor Regulation sections include any modification that is subsequently made to the referenced section due to a statutory or regulatory change.

     Section 2.12 Identification Date. “Identification Date” means December 31.

     Section 2.13 Key Employee. “Key Employee” means an Employee who is a “key employee” as defined in Code Section 416(i) without regard to Code Section 416(i)(5). If an Employee meets the definition of Key Employee as of an Identification Date or during the 12-month period ending on the Identification Date, the Employee will be a Key Employee for the 12-month period that begins on the first day of the fourth month immediately following the Identification Date.

     Section 2.14 Payment Election. “Payment Election” means an election as to the form in which a Participant’s Account will be paid which is made in accordance with Section 5.2.

     Section 2.15 Participant. “Participant” means any eligible Employee who becomes a Participant in accordance with Section 3.1.

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     Section 2.16 Performance Based Compensation. “Performance Based Compensation” means Compensation which is “performance-based compensation” as defined in Treasury Regulation Section 1.409A-1(e).

     Section 2.17 Plan. “Plan” means the Swift Corporation Deferred Compensation Plan, as set forth herein and as may be amended in accordance with Section 9.1.

     Section 2.18 Plan Year. “Plan Year” means the calendar year.

     Section 2.19 Retirement Age. “Retirement Age” means age 65.

     Section 2.20 Separation from Service. “Separation from Service” means a Participant’s separation from service with the Employer (whether initiated by the Participant or the Employer) due to the Participant’s retirement or other “termination of employment” as defined in Treasury Regulation Section 1.409A-1(h).

     Section 2.21 Unforeseeable Emergency. “Unforeseeable Emergency” means a severe financial hardship to a Participant resulting from an illness or accident of the Participant or the Participant’s spouse, Beneficiary, or dependent (as defined in Code Section 152, without regard to 152(b)(1), (b)(2) and(d)(1)(B)), loss of the Participant’s property due to casualty (including the need to rebuild a home following damage not otherwise covered by insurance, for example, as a result of a natural disaster), or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Whether a Participant has suffered an Unforeseeable Emergency will be determined by the Employer in accordance with Treasury Regulation Section 1.409A-3(i)(3).

     Section 2.22 Valuation Date. “Valuation Date” means the last day of the Plan Year or such other, more frequent, dates as determined by the Employer.

     Section 2.23 Valuation Period. “Valuation Period” means the period beginning on the day after a Valuation Date and ending on the immediately following Valuation Date.

ARTICLE 3. PARTICIPATION AND DEFERRAL ELECTIONS

     Section 3.1 Eligibility and Participation.

     3.1.1 Eligibility. All Employees who are classified by the Employer as Grade 28 or higher, and who are designated by the Chief Executive Officer of the Employer, are eligible to participate in the Plan.

     3.1.2 Commencement of Participation. To become a Participant in the Plan, an eligible Employee must make a Deferral Election in accordance with Section 3.2. An eligible Employee who makes a Deferral Election in accordance with Section 3.2 will become a Participant in the Plan as of the first day of the calendar year for which the Deferral Election is made. Employees who became Participants in the Plan prior to January 1, 2008 will continue participation, subject to subsection 3.1.3.

     3.1.3 Termination of Participation; Inactive Participants. A Participant will cease to be a Participant in the Plan when his or her Account Balance is paid in full (or is forfeited pursuant to

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Section 5.7). Prior to then, if a Participant remains employed by the Employer but ceases to be employed as Grade 28 or higher, the Participant will become an inactive Participant as of the date on which he or she ceases to be employed as Grade 28 or higher. An inactive Participant is not eligible to make Deferral Elections under the Plan; however, any Deferral Election which is in effect at the time the Participant becomes an inactive Participant will remain in effect for the duration of that deferral period and his or her Account Balance will be paid in accordance with Article 5.

     Section 3.2 Deferral Elections. An eligible Employee or Participant (referred to collectively in this Section as Participant) may elect to defer Compensation under the Plan by making a Deferral Election in accordance with this Section.

     3.2.1 Calendar Year Deferral Election. A Participant may elect to defer up to 50% of his or her Compensation (in whole percentages) by completing and filing a Deferral Election Form with the Employer before the first day of the calendar year during which the Compensation to be deferred will be earned. With respect to any bonus to be earned during that calendar year, the Participant may specify, in that Deferral Election Form, a different deferral percentage (in whole percentages of up to 50%) or elect to defer the lesser of a specified percentage (in whole percentages of up to 50%) or dollar amount. With respect to any Performance Based Compensation to be earned during that calendar year, the Participant may make a separate Deferral Election in accordance with subsection 3.2.2. If a Deferral Election is timely made, it will be effective only for the calendar year for which it was made and only with respect to Compensation to be earned during that calendar year. In addition, except as otherwise provided in subsection 3.2.3, the Deferral Election will become irrevocable as of the first day of the calendar year for which it is made. If a Participant does not make a timely Deferral Election for Compensation to be earned during a calendar year, he or she cannot defer any Compensation to be earned during that calendar year, except as permitted in subsection 3.2.2 for Performance Based Compensation.

     3.2.2 Performance Based Compensation Deferral Election. An eligible Participant may elect to defer up to 50% of his or her Performance Based Compensation (in whole percentages) for a performance period by completing and filing a Deferral Election Form with the Employer before the date on which the Performance Based Compensation becomes readily ascertainable and on or before the date that is six months before the end of the performance period. To be eligible to defer Performance Based Compensation for a performance period under this subsection, a Participant must have performed services for the Employer continuously from the later of the first day of that performance period or the date the performance criteria were established for that performance period through the date the Deferral Election is made. If a Deferral Election is timely made, it will be effective only for the performance period for which it was made and only with respect to Performance Based Compensation to be earned for that performance period. In addition, except as otherwise provided in subsection 3.2.3, the Deferral Election will become irrevocable as of the last day the Deferral Election may be made under this subsection. If the Participant does not make a timely Deferral Election for Performance Based Compensation for a performance period, he or she cannot defer under the Plan any Performance Based Compensation to be earned for that performance period.

     3.2.3 Modification/Cancellation of Deferral Election. Except as explicitly provided in

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this subsection, a Deferral Election that is made for Compensation or Performance Based Compensation cannot be modified or cancelled after the date on which the Deferral Election becomes irrevocable under subsection 3.2.1 or 3.2.2. If a Participant receives a distribution under Article 5 due to an Unforeseeable Emergency, his or her Deferral Election then in effect will be cancelled. Any new Deferral Election must be made in accordance with subsection 3.2.1 or 3.2.2.

ARTICLE 4. ACCOUNTS AND INVESTMENTS

     Section 4.1 Account. The Employer will establish and maintain an Account for each Participant under the Plan and may maintain separate subaccounts for any Participant.

     Section 4.2 Timing of Credits; Withholding. A Participant’s deferred Compensation will be credited to the Participant’s Account at the time it would have been payable to the Participant but for the Deferral Election. Any withholding of taxes or other amounts with respect to deferred Compensation that is required by state, federal, or local law will be taken from the portion of the Participant’s Compensation which is not deferred.

     Section 4.3 Determination of Account. Each Participant’s Account as of each Valuation Date will consist of the balance of the Account as of the immediately preceding Valuation Date, adjusted as follows:

     4.3.1 New Deferrals. The Account will be increased by any deferred Compensation credited since the immediately preceding Valuation Date.

     4.3.2 Distributions. The Account will be reduced by any amount distributed from the Account since the immediately preceding Valuation Date.

     4.3.3 Earnings/Losses. The Account will be increased for earnings accumulated and reduced for losses incurred since the immediately preceding Valuation Date.

     4.3.4 Costs, Expenses and Fees. The Account will be reduced by any costs, expenses and fees incurred since the immediately preceding Valuation Date which are charged to the Account in accordance with Section 7.5.

     Section 4.4 Vesting of Account. Each Participant will be fully (i.e., 100%) vested in his or her Account at all times.

     Section 4.5 Investments. The Employer will designate the investment options available under the Plan. Each Participant is responsible for determining which one or more of these investment options his or her Account will be deemed invested in for purposes of determining earnings and losses on his or her Account and for filing an investment election with Employer in the form required by the Employer. A Participant’s investment election will remain in effect unless and until the Participant files a new investment election with the Employer. A new (or change to an existing) investment election will become effective as soon as administratively feasible after the date on which the Participant files the new (or changed) investment election.

     Section 4.6 Statement of Account. The Employer will give each Participant a statement showing the balance in his or her Account on an annual, or more frequent, basis as determined by the

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Employer.

ARTICLE 5. DISTRIBUTIONS

     Section 5.1 Time or Commencement of Payment. Subject to subsections 5.1.1 and 5.1.2 and Section 5.3, a Participant’s Account Balance (or, in the case of an Unforeseeable Emergency, the amount necessary to satisfy the Unforeseeable Emergency if less) will be distributed by the Employer to the Participant (or the Beneficiary in the case of the Participant’s death) within 90 days following the earliest to occur of the following Distribution Events: the Participant’s Unforeseeable Emergency (but only if requested by the Participant in writing and approved by the Employer), Separation from Service, Retirement Age, Disability, or death. If a distribution is made due to the Participant’s Unforeseeable Emergency but the Participant (at that time or later) still has an Account Balance, the foregoing rules will apply to determine when the remainder of the Account Balance will be distributed.

     5.1.1 Delay in Payment Date for Key Employee. If the Distribution Event is the Participant’s Separation from Service and the Participant is a Key Employee on the date of his or her Separation from Service, the Participant’s Account Balance will be distributed by the Employer to the Participant on the first business day immediately following the sixth month anniversary of the Participant’s Separation from Service (or, if earlier, to the Participant’s Beneficiary within 90 days after the Participant’s death).

     5.1.2 Delay in Payment Date due to Change to Payment Election. If the Distribution Event is the Participant’s Separation from Service or Retirement Age and the Participant has made a change in his or her Payment Election which has become effective in accordance with subsection 5.2.3, payment will not be made (in the case of a single lump sum payment) or commence (in the case of annual installments) until the fifth anniversary of the Participant’s Separation from Service (if the Distribution Event is the Participant’s Separation from Service) or the date on which the Participant attains age 70 (if the Distribution Event is the Participant’s Retirement Age). However, if the Participant dies prior to the delayed payment date, payment will be made to the Participant’s Beneficiary within 90 days after the Participant’s death.

     5.1.3 Payment Dates. Any payment made under the Plan will be treated as having been made on the payment date provided for in the Plan (“Payment Date”) if payment is made no earlier than 30 days prior to the Payment Date and no later than the later of (a) the last day of the calendar year in which the Payment Date occurs or (b) the fifteenth day of the third calendar month following the month in which the Payment Date occurs. With respect to all payments made under the Plan, the Participant and his or her Beneficiary cannot designate, directly or indirectly, the taxable year in which payment will be made. For this purpose, a Participant’s change in Payment Election, which is made in accordance with subsection 5.2.3 and which results in a mandatory delay in payment, will not be considered a designation by the Participant of the tax year in which payment will be made.

     Section 5.2 Form of Payment. Subject to subsections 5.2.5 and Section 5.3, the Participant’s Account Balance will be paid by the Employer to the Participant (or the Beneficiary in the case of the Participant’s death) in the form elected by the Participant (whether by affirmative election or by default) in accordance with this Section.

     5.2.1 Permissible Forms of Payment. A Participant may elect, in accordance with

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subsection 5.2.2, 5.2.3 or 5.2.4, to have his or her Account Balance paid in the form of a single lump sum payment or in annual installments over a specified number of years which cannot exceed 10. This election may specify a different form of payment for each of the following Distribution Events: (a) a Separation from Service or Retirement Age, (b) Disability, and (c) death. Any election or change (to the extent permitted under subsection 5.2.3) must be made in the form and manner required by the Employer. If the Participant elects annual installment payments, the first annual installment payment will be made on the payment date provided for in Section 5.1 (or subsection 5.1.1 or 5.1.2, as applicable) and each subsequent annual installment payment will be made on the anniversary date of the applicable Distribution Event. The amount of each installment payment will be equal to the Participant’s Account Balance immediately prior to the payment date divided by the number of annual installments remaining to be paid.

     5.2.2 Initial Payment Election. A Participant’s Payment Election must be made at the same time his or her initial (i.e., first) Deferral Election is made under the Plan. A Participant who does not make a timely initial Payment Election will be deemed to have elected a single lump sum payment. A Participant may only change his or her initial Payment Election in accordance with subsection 5.2.3.

     5.2.3 Change to Payment Election. A Participant’s Payment Election (whether an affirmative or default initial election under subsection 5.2.2 or an affirmative or default transitional election under subsection 5.2.4) may only be changed as permitted under this subsection 5.2.3. A change will not become effective until 12 months after the date on which the change is made. In addition, the following rules apply to a change in the form of payment for a distribution due to Separation from Service or Retirement Age: (a) only one change is permitted, (b) the change will not be valid unless the change is made at least 12 months prior to the earlier of the Participant’s Separation from Service or Retirement Age, and (c) once effective, the change will result in a delay in the payment date in accordance with subsection 5.1.2.

     5.2.4 Transitional Payment Election. On or before December 31, 2008, an eligible Participant may make one or more transitional Payment Elections in accordance with this subsection. To be eligible to make a transitional Payment Election, a Participant must have begun participation in the Plan on or prior to January 1, 2008 and must not have experienced a Distribution Event. A Participant’s transitional Payment Election must be filed with the Employer and will only be effective if the Payment Election does not result in: (a) payment in a later calendar year of an amount that would otherwise be due in the calendar year in which the transitional Payment Election is made or (b) payment in the calendar year in which the transitional Payment Election is made of an amount that would otherwise be due in a later calendar year. If a Participant makes more than one transitional Payment Election, the latest transitional Payment Election on file with the Employer as of December 31, 2008 will apply. An eligible Participant who does not make a transitional Payment Election by December 31, 2008 will be deemed to have elected payment in the latest form elected by the Participant (or, in the absence of an election, in the form of a single lump sum payment). As of January 1, 2009, a Participant may only change his or her transitional Payment Election in accordance with subsection 5.2.3.

     5.2.5 Required Single Lump Sum Payment.

     (a) Death. If the Participant dies after another Distribution Event has already

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occurred and before receiving payment, in full, of his or her Account Balance, the remainder of the Participant’s Account Balance will be paid by the Employer to the Participant’s Beneficiary in a single lump sum payment. For this purpose, a distribution due to an Unforeseeable Emergency will not be taken into account. Rather, if a distribution of part of the Participant’s Account Balance occurs due to an Unforeseeable Emergency and the Participant subsequently dies before any other Distribution Event occurs, the Distribution Event will be the Participant’s death and payment will be made in accordance with the Participant’s Payment Election (whether an affirmative election or by default) for a distribution due to death.

     (b) Small Account Balances. The Employer reserves the right, in its sole discretion, to pay a Participant’s Account Balance in the form of a single lump sum payment if the payment would not be greater than the “applicable dollar amount” as defined under Code Section 402(g)(1)(B) and the payment would result in the termination and liquidation of the Participant’s entire interest under the Plan and under all agreements, methods, programs, or other arrangements with respect to which deferrals of compensation are treated as having been deferred under a single nonqualified deferred compensation plan under Treasury Regulation Section 1.409A-1(c)(2). By no later than the date payment is made, the Employer must specify in writing that it is exercising its discretion to make the payment in form of a single lump sum payment under this subsection 5.2.5(b). The Employer will not provide any Participant or Beneficiary a direct or indirect election as to whether the Employer will exercise its discretion to accelerate a payment under this Section. Any exercise of the Employer’s discretion under this subsection 5.2.5(b) will be applied to all similarly situated Participants on a reasonably consistent basis.

     (c) Unforeseeable Emergency. If the Distribution Event is the Participant’s Unforeseeable Emergency, the Participant’s Account Balance or, if less, the amount necessary to satisfy the Unforeseeable Emergency, will be paid by the Employer to the Participant in a single lump sum payment. The amount necessary to satisfy the Unforeseeable Emergency is the amount, as determined by the Employer, that is reasonably necessary to satisfy the Unforeseeable Emergency (and may include the amount necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the distribution), minus amounts available to the Participant to meet the Unforeseeable Emergency from reimbursement or compensation from insurance or otherwise, by liquidation of assets (but only to the extent the liquidation would not cause severe financial hardship), or by ceasing deferrals under the Plan.

     Section 5.3 Employer’s Delay or Acceleration of Payment. The Employer reserves the right, in its sole discretion, to delay a payment under the Plan in any of the circumstances permitted under Treasury Regulation Section 1.409A-2(b)(7)(i) through (iii) or to accelerate the time or schedule (i.e., form) of a payment under the Plan in any of the circumstances permitted under Treasury Regulation Section 1.409A-3(j)(4)(ii) through (iv) and (vi) through (xiv). The Employer will not provide any Participant or Beneficiary a direct or indirect election as to whether the Employer will exercise its discretion to delay or accelerate a payment under this Section. Any exercise of the Employer’s discretion under this Section will be applied to all similarly situated Participants on a reasonably consistent basis.

     Section 5.4 Withholding for Taxes. To the extent required by the law in effect at the time

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payments are made, the Employer will withhold from payments made under the Plan any taxes required to be withheld by the federal, state or local government, including any amount which the Employer determines is reasonably necessary to pay any generation-skipping transfer tax that is or may become due. However, a Beneficiary may elect not to have withholding of federal income tax pursuant to Code Section 3405(a)(2).

     Section 5.5 Payment to Guardian. The Employer may make payment to a Participant’s or Beneficiary’s duly appointed guardian, conservator, or other similar legal representative. In the absence of guardian, conservator or other legal representative, the Employer may, in its sole discretion, make payment to a person having the care and custody of a minor, incompetent or person incapable of handling the disposition of property upon proof satisfactory to the Employer of incompetency, minority, or incapacity of the Participant or Beneficiary to whom payment is due. A distribution made in accordance with this Section will completely discharge the Employer from all liability with respect to the amount distributed.

     Section 5.6 Cooperation; Receipt on Release. A Participant will cooperate with the Employer by furnishing information requested by the Employer in order to facilitate the payment of benefits under the Plan. Any payment to a Participant or Beneficiary in accordance with the provisions of the Plan will, to the extent of that payment, be in full satisfaction of all claims against the Employer. The Employer may require a Participant or Beneficiary, as a condition precedent to payment, to execute a receipt and release to such effect.

     Section 5.7 Missing Participant or Beneficiary. Each Participant is responsible for keeping the Employer informed of his or her current address and the current address of his or her Beneficiary. The Employer has no obligation to search for the whereabouts of a Participant or Beneficiary. If, by the latest date on which payment is permitted to be made under the terms of the Plan and Code Section 409A, the Employer does not know the whereabouts of the Participant or Beneficiary, then the Participant’s Account Balance will be forfeited on that date.

ARTICLE 6. BENEFICIARY DESIGNATION

     Section 6.1 Beneficiary Designation. Each Participant may, at any time during his or her lifetime, designate one or more persons or entities as the Beneficiary (both primary as well as contingent) to whom benefits under this Plan will be paid if the Participant dies before receiving payment, in full, of his or her Account Balance. Each beneficiary designation must be made in the form and manner specified by the Employer and will be effective only when filed with the Employer during the Participant’s lifetime.

     Section 6.2 Changing Beneficiary. A Participant may change his or her beneficiary designation, at any time during his or her lifetime and without the consent of the previously named Beneficiary, by filing a new beneficiary designation with the Employer in accordance with Section 6.1. The filing of a new designation will automatically cancel the immediately preceding beneficiary designation on file with the Employer.

     Section 6.3 Default Beneficiary. If, at the time of the Participant’s death, there is no surviving Beneficiary or there is no valid beneficiary designation on file with the Employer, the Participant’s Beneficiary will be the Participant’s spouse or estate if there is no surviving spouse.

ARTICLE 7. ADMINISTRATION

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     Section 7.1 Administrator; Administrative Duties. The Plan will be administered by the Employer (or an agent or Employee to whom the Employer delegates administrative duties in accordance with Section 7.2). The Employer (or its delegate) has the exclusive authority to make, amend, interpret and enforce all appropriate rules and regulations for the administration of the Plan and decide or resolve any and all questions, including interpretations of the Plan, which may arise in the administration of the Plan.

     Section 7.2 Agents and Delegates. The Employer may, from time to time, employ agents and delegate to them (or to Employees of the Employer) one or more administrative duties as it sees fit.

     Section 7.3 Binding Effect of Decisions. The decision or action of the Employer (or its delegate) with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and any rules and regulations implemented by the Employer (or its delegate) in accordance with Section 7.1 will be final, conclusive and binding upon all persons having or claiming any interest in the Plan.

     Section 7.4 Indemnity of Employees. The Employer will indemnify, defend and hold harmless any Employee designated by the Employer, in accordance with Section 7.2, to assist in the administration of the Plan from any claim, loss, damage, expense or liability arising from any action or failure to act by the Employee with respect to the Plan, unless the action or inaction is due to the Employee’s gross negligence or willful misconduct.

     Section 7.5 Costs, Expenses and Fees. The Employer may, in its discretion, pay any costs, expenses or fees associated with the operation of the Plan. Any costs, expenses, or fees not paid by the Employer will be charged to Participants’ Accounts in the manner determined by the Employer.

ARTICLE 8. CLAIMS PROCEDURE

     Section 8.1 Claim for Benefits. An individual or a duly authorized representative of the individual (“Claimant”) may file a claim for a benefit under the Plan to which the Claimant believes he or she is entitled. A claim must be filed, in writing, with the Employer. The Employer, in its sole and complete discretion, will review, determine, and provide electronic or written notice of its determination in accordance with the Department of Labor Regulations Section 2560.503-1 et seq. (“DOL Claims Regulations”).

     Section 8.2 Reconsideration of Claim Denial. If the Employer denies a claim in whole or in part, the Claimant may request that the denial be reconsidered by the Employer. A written request for reconsideration must be filed by the Claimant with the Employer within 60 days after the Claimant receives the Employer’s notice of its initial determination. If the Claimant fails to file a written request for reconsideration within the 60-day time period, the Employer’s denial will be final, binding, and nonappealable. If a request for reconsideration is timely filed, the Employer will reconsider the denial and will determine, in its sole and complete discretion, whether the denial will be upheld or reversed. This review and determination will be made in accordance with the requirements of the DOL Claims Regulations, and electronic or written notice of the Employer’s determination will be provided in accordance with the requirements of those regulations.

     Section 8.3 Legal or Equitable Proceedings. A Claimant must comply with the requirements of Sections 8.1 and 8.2 before instituting any legal or equitable proceedings with respect to any benefit or

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right claimed under the Plan. In addition, the Claimant must notify the Employer in writing and within 90 days after receipt of the Employer’s determination under Section 8.2 if the Claimant intends to institute legal or equitable proceedings challenging the Employer’s determination. The Claimant also must actually institute legal or equitable proceedings within 180 days after receipt of the Employer’s determination under Section 8.2. If the Claimant does not timely notify the Employer or does not timely institute legal or equitable proceedings, the Employer’s decision will be final, binding, and nonappealable.

ARTICLE 9. MISCELLANEOUS

     Section 9.1 Amendment and Termination. The Employer reserves the right to amend or terminate the Plan in whole or in part and at any time; provided that any amendment or termination must not reduce the balance of any Participant’s Account as of the date of the amendment or termination or cause the Plan to violate any applicable provision of Code Section 409A.

     Section 9.2 Employer Obligations. It is the Employer’s obligation to make benefit payments to any Participant or Beneficiary under the Plan. Benefits under the Plan are limited to cash payment of the Participant’s Account Balance in accordance with the terms of the Plan. The Employer will pay benefits under the Plan only in accordance with the terms and conditions of the Plan.

     Section 9.3 Unsecured General Creditor. The Employer’s obligation under the Plan is an unfunded and unsecured promise to pay money in the future. Participants and Beneficiaries are unsecured general creditors, with no secured or preferential right to the assets of the Employer or any other party for payment of benefits under the Plan. Any life insurance policies, annuity contracts or other property purchased by the Employer to assist it in financing its obligations under the Plan will remain its general, unpledged and unrestricted assets.

     Section 9.4 Trust Fund. At its discretion, the Employer may establish one or more trusts and appoint one or more trustees for the purpose of providing for the payment of benefits owed under the Plan. Although a trust established by the Employer may be irrevocable, its assets must be held for payment of all of the Employer’s general creditors in the event of the Employer’s insolvency or bankruptcy. To the extent any benefits provided under the Plan are paid from a trust established in accordance with this Section, the Employer will have no further obligation to pay them.

     Section 9.5 Nonalienation. No Participant or Beneficiary has the right to anticipate, alienate, assign, commute, pledge, encumber, sell, transfer, mortgage or otherwise in any manner convey in advance of actual receipt, all or any part of the Participant’s Account. Prior to a Participant’s or Beneficiary’s actual receipt of payment under the Plan, the portion of the Participant’s Account which has not yet been paid is not subject to the debts, judgments, or other obligations of the Participant or Beneficiary, is not subject to attachment, garnishment, seizure, or other process applicable to the Participant or Beneficiary, and is not transferable by operation of law in the event of the Participant’s or any other person’s bankruptcy or insolvency.

     Section 9.6 Not a Contract of Employment. The Plan is not a contract of employment between the Employer and any Employee or Participant and does not entitle any Employee or Participant to continued employment with the Employer.

     Section 9.7 No Representation. The Employer does not represent or guarantee that any particular federal or state income or other tax consequence will result from participation in the Plan. A

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Participant or Beneficiary should consult with his or her professional tax advisor to determine the tax consequences of his or her participation in the Plan. Furthermore, the Employer does not represent or guarantee successful investment of any amounts deferred under the Plan and will not be responsible for restoring any loss which may result from any investment (or lack of investment) under the Plan.

     Section 9.8 Governing Law. The Plan shall be construed and interpreted in accordance with the applicable federal laws governing unfunded nonqualified deferred compensation plans and, to the extent otherwise applicable, the laws of the State of Arizona.

     Section 9.9 Severability. If any provision of the Plan is determined by a proper authority to be illegal or invalid, the remaining portions of the Plan will continue in effect and be interpreted consistent with the elimination of the illegal or invalid provision.

     Section 9.10 Notice. Any notice given under the Plan will be sufficient if in writing and hand delivered or sent by registered or certified mail to the Employer’s corporate office (in the case of a notice sent to the Employer) or to the Participant’s or Beneficiary’s last known address as reflected in the Employer’s records (in the case of a notice sent to a Participant or Beneficiary). A notice will be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

     Section 9.11 Successors. The provisions of the Plan shall bind and inure to the benefit of the Employer and its successors and assigns. For this purpose, the term successors includes any corporate or other business entity that acquires all or substantially all of the Employer’s business and assets (whether by merger, consolidation, purchase or otherwise).

     DATED: December 5, 2007.

SWIFT CORPORATION, a Nevada corporation
By	/s/ Jerry Moyes
Title	Chief Executive Officer

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EX-10.9

Exhibit 10.9

SWIFT CORPORATION
2010 PERFORMANCE BONUS PLAN

[Effective January 1, 2010]

1. Establishment and Purpose of Plan

     Swift Corporation, a Nevada corporation (“Company”) hereby establishes this 2010 Performance Bonus Plan (“Plan”). The purpose of the Plan is to enhance the Company’s ability to attract and retain highly qualified employees and to provide such employees with additional performance-based financial incentives to promote the success of the Company.

     Unless otherwise specified, capitalized terms used in this Plan are defined in Section 8.

2. Eligibility and Participation

     The Company will determine which employees or categories of employees are eligible to participate in the Plan, and the terms of such participation, as provided in this Plan. Participation in the Plan during the Performance Period does not guarantee continued employment or participation in any subsequent bonus or other compensation plan. Generally, as a condition of eligibility, an employee must have active, full-time status as an employee, have signed an alternative dispute resolution (ADR) agreement, and have been employed prior to the beginning of the Performance Period (except in the case of new employees whose participation in the Plan is explicitly provided for in an offer letter or, except in the case of any officer or executive vice president, any other written determination by the Company). Drivers and driver recruiters are not eligible to participate in this Plan. Participants must be employed by the Company on the Payout Date in order to be eligible for Actual Bonus Payouts. A Participant will not be considered to be employed by the Company unless he is actually working for the Company on the Payout Date or he is not working on that date due to a regularly scheduled day off, holiday, sick leave or vacation day.

3. Performance Measures and Goals; Targeted Bonus Payouts

     The Compensation Committee has established (a) Performance Goals that must be achieved for Participants to receive Bonus Payouts for the Performance Period, (b) the weighting assigned to each Performance Goal, and (c) threshold, target, and maximum targets for each Performance Goal, as described in Schedule A to this Plan. As soon as practicable after the end of the Performance Period (but in any event, within 60 days), the Compensation Committee, in its sole and complete discretion, will certify whether and to what extent the Performance Goals have been attained for the Performance Period.

     The Compensation Committee has established Targeted Bonus Payouts for each of the Company’s executive officers, and the Company’s management has established Targeted Bonus Payouts for all other Participants, under the Plan.

4. Actual Bonus Payouts

     Actual Bonus’ Payouts to individual Participants will be determined by the Company based upon the achievement of the Performance Goals, as certified by the Compensation Committee, as well as on a variety of other factors determined and measured by management including, but not limited to, overall team performance, terminal or department performance, and individual performance. Actual Bonus Payouts to the Company’s executive officers must be approved by the Compensation Committee. As soon as practicable after the end of the Performance Period (but in any event, within 75 days), the Actual Bonus Payouts, if any, shall be paid. The Company will document the Actual Bonus Payouts, if any, that are determined by management and paid to the Participants.

     Any Participant who would otherwise be eligible to receive a Bonus Payout but who is not employed on the Payout Date will forfeit his or her Actual Bonus Payout unless that Participant is entitled to a pro-rated portion of his or her Actual Bonus Payout according to the terms of his or her employment or other written agreement with the Company.

5. Administration; Oversight and Interpretation

     The Company is responsible for the administration of the Plan, and may establish such rules and procedures as it deems necessary or advisable for this purpose. The Compensation Committee is responsible for establishing the Performance Goals, weightings, and targets under the Plan, as provided in Section 3, and for the oversight of the Plan. The Company will establish an Appeals Committee, consisting of two or more persons, to review and consider any and all Participant claims arising under the Plan with respect to which prior determinations made by the Company have been appealed by the Participant.

     Except as provided below, the Appeals Committee will have full authority to interpret the Plan and to make determinations under the Plan, and all such determinations will be final and conclusive for all purposes and upon all persons. Notwithstanding the foregoing, the Compensation Committee shall have the sole authority to interpret all of the provisions of the Plan and to make determinations having to do with the establishment or certification of the Performance Goals, the application of the Plan to the Company’s executive officers, or any claim made by an executive officer; the interpretations and determinations made by the Compensation Committee will be final and conclusive for all purposes and upon all persons.

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     No member of the Appeals Committee shall be liable for any action, omission or determination relating to the Plan, and the Company shall indemnify and hold harmless each member of the Appeals Committee, each member of the Compensation Committee, and each other employee of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been delegated from and against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the approval of the Compensation Committee) arising out of any action, omission or determination relating to the Plan, unless, in either case, such action, omission or determination was taken or made by such member, director or employee in bad faith and without reasonable belief that it was in the best interests of the Company.

6. Adoption, Amendment and Termination

     This Plan has been adopted by the Company, with the approval of the Compensation Committee. The Company may, at any time, with the approval of the Compensation Committee, amend, modify, suspend, or terminate the Plan, including any amendment deemed necessary or desirable to correct any defect or to rectify an omission or to reconcile any inconsistency in the Plan or in any Targeted or Actual Bonus Payout, provided that stockholder approval of such amendment is obtained if required by Section 162(m) of the Code or of the applicable rules of any stock exchange. No amendment, modification, suspension or termination of the Plan may in any manner affect Performance Goals previously certified by the Compensation Committee as having been attained, or Actual Bonus Payouts previously approved by the Compensation Committee, without the consent of the Participant, unless the Compensation Committee has made a determination that an amendment or modification is in the best interests of the Company and of all of the Participants. If this Plan is subject to Section 162(m) of the Code, none of the Performance Goals may be modified once they have been established, and no amendment or modification may result in an increase in the amount of an Actual Bonus Payment to any of the Company’s executive officers.

7. Miscellaneous

          (a) The Plan and all determinations made and actions taken under the Plan will be governed by the laws of the State of Arizona and construed in accordance therewith.

          (b) Prior to pursuing any equitable or legal action, any individual who believes that he is entitled to an Annual Incentive payment under the terms of this Plan must follow these procedures.

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          (i) Within 30 days after the Company has determined and communicated the amounts of the Actual Bonus Payouts, if any, to Participants, any Participant who disagrees with the Company’s determination of the Participant’s Actual Bonus Payout or of any other matter in connection with the Plan must file, in writing, a written statement with the Appeals Committee, setting forth the amount that the Participant believes should be paid to him and the basis and underlying facts supporting such belief. If a Participant does not file a written statement with the Appeals Committee within such 30-day period, the Appeals Committee’s determination shall be deemed final, conclusive, and uncontestable.

          (ii) If a written statement is timely filed with the Appeals Committee, it shall review the written statement and shall determine, in its sole and complete discretion, whether to confirm the Company’s prior determination or modify, in whole or in part, that prior determination. This review shall occur within 30 days following the Appeals Committee’s receipt of the Participant’s written statement. The Appeals Committee will provide the Participant with written notice of its decision within 15 days following the end of the 30-day review period.

          (iii) If the Participant’s request is denied in whole or in part, the Participant may pursue applicable equitable or legal remedies; provided, however, that:

          (A) Any such action must be brought within 12 months of the date on which the Participant receives the Appeals Committee’s written notice referred to in paragraph (ii) above;

          (B) Any such action must be brought in the Maricopa County Superior Court in the State of Arizona; and

          (C) In any such action, the Appeals Committee’s determination (including but not limited to interpretation of Plan provisions and any findings of fact) shall be treated as final and not subject to “de novo” review unless shown to be arbitrary and capricious.

     (c) The Company will have the right to deduct from all Actual Bonus Payouts any taxes required to be withheld with respect to such payments.

     (d) Nothing contained in the Plan shall confer upon any Participant any right with respect to the continuation of his employment by the Company or interfere in any way with the right of the Company, subject to the terms of any separate employment agreement to the contrary, at any time to terminate such employment.

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8. Definitions

     (a) “Actual Bonus Payout” means the bonus payment determined by the Company’s management to be payable to a Participant.

     (b) “Appeals Committee” means the committee established on behalf of the Company by the Company’s Chief Executive Officer, for the purpose of hearing the appeals of claims arising under this Plan.

     (c) “Board” means the Board of Directors of Swift Corporation.

     (d) “Company” means Swift Corporation, a Nevada corporation, and its subsidiaries and successors.

     (e) “Compensation Committee” means the Compensation Committee of the Board (or a subcommittee of therof).

     (f) “Payout Date” means the date, not later than 75 days after the end of the Performance Period, on which Actual Bonus Payouts are paid to Participants. The Company may, in its discretion, make partial Actual Bonus Payouts during or after the Performance Period, but prior to the Payout Date.

     (g) “Performance Goal(s)” means one or more performance goals established by the Committee.

     (h) “Performance Period” means the Company’s fiscal year beginning January 1, 2010, and ending December 31, 2010.

     (i) “Plan” means the 2010 Performance Bonus Plan, as set forth herein and as may be amended from time to time.

     (j) “Participant” means an employee of the Company who is eligible to participate in this Plan.

     (k) “Targeted Bonus Payout” is the payout established by the Committee for each of the Company’s executive officers and for each pay grade.

SWIFT CORPORATION,
a Nevada corporation
By	/s/ Jerry Moyes
Title	CEO & President

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SCHEDULE A

SWIFT CORPORATION
2010 PERFORMANCE BONUS PLAN — PERFORMANCE GOALS

The 2010 Performance Bonus Plan (“Plan”) establishes a bonus pool determined with regard to the Company’s Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”).

For purposes of the Plan, EBITDA means the EBITDA for the Company as defined by the Company’s Credit Agreement, for the Performance Period, as adjusted to remove the impact of restructuring charges and severance charges, for gains and losses on divestitures, discontinued operations, impairments, cancelation of debt income, stock option expense, other unusual and non-recurring items and unbudgeted material acquisitions and divestitures. All adjustments remain at the discretion of the Committee.

The specific 2010 Performance Goals, the relative weightings of each, and the payout percentages are set forth in the following table:

	Weighting			“Threshold”			“Target”			“Stretch”			“Maximum”
EBITDA ($M)		100	%	$	440.0		$	450.0		$	475.0		$	500.0
Target Bonus Pool %*					50	%		100	%		150	%		200	%

* The total payout will not exceed 200% of target. Individual target percentages will be grade-based.

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EX-21.1

Exhibit 21.1

SUBSIDIARIES OF SWIFT CORPORATION

1.	Swift Transportation Co., LLC, a Delaware limited liability company
2.	Swift Transportation Co. of Arizona, LLC, a Delaware limited liability company
3.	Swift Leasing Co., LLC, a Delaware limited liability company
4.	Sparks Finance LLC, a Delaware limited liability company
5.	Interstate Equipment Leasing, LLC, a Delaware limited liability company
6.	Common Market Equipment Co., LLC, a Delaware limited liability company
7.	Swift Transportation Co. of Virginia, LLC, a Delaware limited liability company
8.	Swift Transportation Services, LLC, a Delaware limited liability company
9.	Swift Receivables Corporation, a Delaware corporation
10.	M.S. Carriers, LLC, a Delaware limited liability company
11.	M.S. Carriers Warehousing & Distribution, LLC, a Delaware limited liability company
12.	Swift Logistics, S.A. de C.V., a Mexican corporation
13.	Trans-Mex, Inc. S.A. de C.V., a Mexican corporation
14.	Mohave Transportation Insurance Company, an Arizona corporation
15.	Swift Intermodal LLC, a Delaware limited liability company
16.	Swift Mart Co., Inc., an Arizona corporation
17.	Swift International S.A. de C.V., a Mexican corporation
18.	Estrella Distributing LLC, a Delaware limited liability company
19.	TMX Administration S.A. de C.V., a Mexican corporation
20.	Swift Receivables Corporation II, LLC, a Delaware limited liability company
21.	Red Rock Risk Retention Group, Inc., an Arizona corporation

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Swift Holdings Corp.:

We consent to the use of our report dated March 25, 2010, except for note 28 which is as of July 21, 2010, with respect to the consolidated balance sheets of Swift Corporation and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ deficit, cash flows, and comprehensive loss for each of the years in the three-year period ended December 31, 2009; our report dated March 28, 2008, except as to note 24 which is as of July 21, 2010, with respect to the consolidated balance sheets of Swift Transportation Co., Inc. and subsidiaries as of May 10, 2007 and December 31, 2006, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the period January 1, 2007 to May 10, 2007; and our report dated July 21, 2010, with respect to the balance sheet of Swift Holdings Corp. as of July 21, 2010 which are included in the registration statement and to the reference to our firm under the heading “Experts” in the registration statement.

The audit report covering the December 31, 2009 consolidated financial statements of Swift Corporation refers to the adoption of Statement of Financial Accounting Standards No. 157, Fair Value Measurements, included in FASB ASC Topic 820, Fair Value Measurements and Disclosures.

/s/ KPMG LLP

Phoenix, Arizona
July 21, 2010